The Dimension War
by W4VEG00DBYE
Summary: Equestria is burning. Legions of gargoyles sweep the land and destroy its beauty, serving the will of a world killer called the Darkness. Derek, the last human and a survivor of the Darkness, fights alongside the Elements of Harmony. Sequel to Dimensions
1. Chapter 1

**The Dimension War**

_Well here it is the continuation of the Dimensions story. Please, review this! It helps motivate me to write! Enjoy!_

**BOOM!** The explosion shook the building, sending dust and debris everywhere. Dark clouds of dust began to fill the halls and rooms of the Detrot City radio tower, that had been, until quite recently, the main broadcasting hub of Equestria. Now, the once proud tower burned and shook as Dark missiles slammed into it.

Applejack walked calmly through the cloud, her goggles and respirator mask protecting her from any harm that the cloud may have caused. The earth pony's body was covered in orange armor, made specifically for her, and bore a replica of her cutie mark. The armor also had a large, compass shaped insignia surrounded by five diamonds painted on the back. One diamond, the orange one, was in the center of the compass, telling whoever viewed it that this particular pony was an Element bearer, specifically for the Element of Honesty. The other elements all had their own variations of the armor, though the only main differences between them were the color of the armor, and the color of the diamond in the middle.

The sound of claws scraping against metal caught Applejack's attention. Her eyes searched for the source of the sound through the fading dust cloud, and she waited patiently for her foe to appear. She didn't have to wait long.

Three beat up looking gargoyles approached, each one covered in wounds from the raging battle outside. Their eyes snapped to attention the moment they saw Applejack, and all three of them began to emit a hissing sound.

Applejack smiled inside her mask. _Three…two…one._

She had timed her internal countdown perfectly. The gargoyles sprinted directly at her, screaming as they went. Applejack waited a second more, before launching into action.

She moved quickly, her mind already steps ahead of her body. Her front legs planted into the ground, and she swung around and delivered to hard kicks to the knees of the gargoyle on the right as soon as it came within reach. Before the others could act, she had already moved.

Applejack ran up the wall on her left, and shot herself into the air. Her hooves came down hard on the heads of the two gargoyles still standing, dazing both of them. Applejack landed on her hooves, swung around, and bucked the center gargoyle hard in the chest, sending it crashing to the ground, where it stayed.

The final gargoyle, having regained its composure, attacked again, diving at the earth pony, who simply moved out of the way and allowed the beast to pancake against the hard ground. Applejack trotted up to the whimpering gargoyle, and slammed her hoof into the back of its head, forever silencing it.

A grunt from behind reminded her of the gargoyle she had bucked in the knees. Applejack faced the creature, who was finally getting to its feet. The gargoyle's knees were cracked, and spilled the creature's strange purple blood over the ground. It attempted to walk towards Applejack, but collapsed on its first step.

Applejack sighed, before walking up to the wounded creature, and jamming her hoof into its neck. The audible _crack _of the gargoyle's neck answered her. Applejack removed her hoof from the slain gargoyle's body, and walked away, paying little attention to the destruction behind her. After all, the war had been raging for three years. If she wasn't used to death, she wasn't going to make it.

Another Dark missile exploded nearby the tower, causing some shaking, but the hardy earth pony barely even trembled. She pushed a large wooden door open, and was slightly surprised by the open air balcony that lay behind it. Despite all the hell that the city, and specifically, this building, was going through, this balcony lay relatively untouched.

Applejack walked cautiously to the edge of the balcony, her eyes casting out to the destruction that rained below. Smoke from Detrot City filled the sky, and all around, buildings burned. In the streets of the city, the Equestrian Army raged in battle against the gargoyles, filling the roads with blood.

High above the war below, another raged in the skies. Griffons and pegesai engaged in a grueling high speed battle with the winged gargoyles, and every few seconds a fallen soldier or two would drop from the skies.

_Winged gargoyles _Applejack thought to herself. _Funny how there's a difference now._

Since the start of the war, a few things had been learned about the gargoyles, the most important fact being that not all of the gargoyles could fly. In fact, a majority of them were wingless.

Applejack's moment of peace was shattered at the sound of a few hundred windows breaking. The building lurched, forcing the earth pony to brace herself against the rail. Applejack peered over the edge, and swore.

Two massive gargoyles, better known as Mammoths, had started attacking the building. Mammoths had first made their way into Equestria a year into the war, and were the gargoyle equivalent of dragons, save for the fact that Mammoths couldn't fly, and were about 2/3 the size of a fully grown dragon.

Applejack knew the radio tower wouldn't last much longer, so she turned to head back and find a way out. In her way stood a legion of gargoyles.

The breath briefly caught in her throat at the sight of the gargoyles. Her eyes narrowed, and her mind started to think of ways to defeat this threat, though there weren't many. She may have been an Element of Harmony, but that didn't mean she could take on 20 or so gargoyles and make it out in one piece.

The sound of rotor blades caught her ear, and a soothing feeling rushed through her body. Applejack looked over her shoulder, and saw Pinkie Pie rising above, strapped into one of her flying machines.

"Wondered when ya would get here!" Applejack shouted to her friend, who smiled and waved.

"Sorry, I got caught up with Rainbow Dash and a group of gargoyles. They can be so troublesome sometimes, you know?"

"Wait, Rainbow's here? That filly didn't even drop bye n' say hello!"

Pinkie laughed at that. "Yeah, I think I also saw Twilight, or at least somepony who looks like her. That be funny, a look-a-like Twilight. It would be SOOO confusing! By the way, duck."

Applejack immediately dropped to the ground and covered her head. The gargoyles, who had been slightly confused at the sudden appearance of the flying machine, had begun charging at Applejack.

Pinkie Pie smiled, and yanked one of the many levers in front of her. The machine jerked as multiple spinning blades rocketed out from the belly of the ship, and went slicing through the crowd of gargoyles.

Applejack waited until the last blade hit the ground before standing back up.

"Thanks, Pinks." She said, nodding at her friend, and bearer of the Element of Laughter.

Pinkie Pie waved the thanks off with her hoof, her eyes focusing on the bright light that was flashing on her dashboard.

"Oops. Out of gas, Time to get off!"

Pinkie released her safety belt, and bounced out of the pink flying machine, landing on her hooves with a smile. Behind her, the machine she had just occupied fell to the street below, crashing and exploding on a group of gargoyles.

"Pinkie Pie, you have the best luck Ah've ever seen in a pony." Applejack muttered, before embracing her friend.

Pinkie returned the hug, before breaking it off to remove her mask and wipe the sweat off her brow. Pinkie Pie wore a uniform identical to Applejack's, except the armor was colored pink, bore a replica of Pinkie's cutie mark, and instead of an orange diamond in the middle of the compass, there was a pink one.

The two ponies stood in silence for a few moments, when Pinkie suddenly shouted out.

"Hey, look!"

Applejack followed Pinkie's gaze, and saw a large, spinning mass plunging from the sky, headed directly for the radio tower. The two watched as the mass fell, before smashing through the roof of the building, where it disappeared.

"C'mon!" Applejack shouted, charging into the tower.

The two ponies rushed through the many halls, looking for where the object had crashed. Eventually, they came upon the large hole in the ceiling, where the thing had fallen through. The object, whatever it was, hadn't been stopped by their floor, and had continued its fall for a few more stories.

Applejack sighed, looking at Pinkie. "Guess we're goin' down."

Applejack leapt into the hole, and let gravity pull her down. Pinkie Pie followed in suit, letting out a whoop of joy as she jumped. A few seconds later, the two ponies landed, their armor saving them from any damage.

The scene they entered in on was hectic at best. The object wasn't really an object, but a swarm of gargoyles that were grouped together. Applejack and Pinkie gasped at the sight of the swarm, and quickly prepared themselves for battle and….the gargoyle paid no attention to them.

"What th' hay?" Applejack mumbled, her brow furrowed.

The gargoyles were occupied at the moment. They swarmed and charged at an unknown combatant, but it appeared that they were losing.

Applejack stared at the gargoyles, her mind racing. "Who in Celestia's name could take on a swarm that size?"

A black tendril pierced one of the gargoyles in the chest, and answered her question. Pinkie and Applejack grinned, and waited for their friend to finish his work. He preferred it that way.

The final gargoyle's head hit the ground, sending a small spatter of blood onto the already blood-soaked human standing where the swarm had been. He was covered in black armor, save for at the back, where two large holes were cut for his wings. His long hair went far down his back, and was tied in a pony-tail, and his armor bore a human skull on the front, a personal touch of his.

Derek wiped the blood off his face, and grinned at Applejack and Pinkie Pie.

"Girls!" He said, walking up and embracing the two ponies. "Long time no see!"

"Howdy, Derek!" Applejack replied, once the hug had been broken. "Quite the entrance yah made there."

Derek offered a sly grin, and glanced back at the carnage behind him.

"Sorry. Rarity's rubbed off on me a bit. Speaking of which, is she here?"

Applejack shrugged. "Ah don't know. Rainbow's here, accordin' tah Pinkie, Twi maybe here, and Fluttershy was near that hoofball stadium, somethin' field, last Ah knew."

Derek nodded, before a grin spread on his face.

"Hey, this could be the first time all of us are together since…wait, when were we all last together?"

"1 year, 5 months, 3 days, 35 minutes and 25 seconds." Pinkie Pie replied casually. "Neigh Orleans"

Derek looked at Pinkie curiously, as did Applejack. The pink pony gave both her friends a serious look, before shrugging.

"What? I kept track! I miss you guys!"

Derek was about to make a noise similar to the sound a girl makes when she sees a newborn baby, but was interrupted when the building shook again, except this time it didn't stop shaking.

"Girls, let's save this for later, I think we need to go." Derek said, his wings stretching out. Cracks began to appear in the walls of the tower, and chunks of ceiling started raining down upon the three of them.

Derek, Applejack, and Pinkie Pie ran to the balcony, the building collapsing behind them.

"GRAB ON!" Derek roared.

The two ponies wrapped their legs around Derek's midsection, and held on tightly. Derek pumped his legs as hard as he could, spread his wings, and threw himself into the air as the balcony fell from under his feet.

His wings flapped for a few seconds, trying to adjust to the added weight of his passengers, before catching a draft of air. Derek looked over his shoulder just in time to see the once great radio tower collapse into dust, and he released a breath he didn't realize he was holding.

"Derek, Ah don't mean tah nag, but can we land. Now please?"

Derek chuckled a little, and started to aim for a safe zone that had just been cleared. From the looks of things, the Equestrian Army was pushing the gargoyles back, though the fighting was long from over.

Derek hit the ground harder than usual, and had to wait a second before standing back up. He wiped some dirt from his face as he looked around the landing zone, before his view was filled with a cyan face.

"HOLY SHIT!" Derek yelled, backing up a whole 3 steps before stopping. "Rainbow, what the hell?"

Rainbow Dash laughed as she landed on the ground. The rainbow maned pegasus wore her own variation of the Element bearers armor; a blue that matched her coat for the color, two holes in the back for her wings, and a compass on the back with a red diamond in the center.

Rainbow Dash removed her goggles and hugged Derek, who shook his head.

"Good to see you, Rainbow."

"Same for you, Derek."

Derek looked down at the pegasus, and noticed the nasty looking scar she now wore on the right side of her face.

"Rainbow, what happened to your face?"

"Ah, nothing, just a bad run in with a gargoyle and one of those magically enchanted swords. I think its pretty awesome looking!"

Derek laughed, his eyes bright as he talked to his old friend. Rainbow Dash flashed another grin, before trotting over and grabbing both Pinkie and Applejack into a hug. Derek began to smile, when suddenly a large, purple bolt of magic burst from the side of a building like a volcanic eruption, and slammed into a building close by, vaporizing the thing on the spot.

All four of them immediately snapped to attention, their eyes focusing on where the event had occurred.

"The hay was that?" Rainbow Dash muttered as she floated up next to Derek.

"Magic." He answered. "Twilight's magic."

Another series of magical bursts exploded out, this time light blue and an almost pinkish color of burst.

"And that'd be Rarity and Trixie." Applejack said grimly, walking up beside Derek with Pinkie Pie.

"I bet Fluttershy's in there too." Rainbow said, biting her lip.

Derek shot her an odd look. "And you know this how?"

"She was headed in that direction last time I saw her, and she hasn't reported back. Either she's dead, which I doubt cause we would have felt it, or she's in there. Plus, I've known her all my life. If she saw Twilight or Rarity, she'd definitely go to them."

Derek nodded, before returning his gaze to the building.

"We gunna do somethin'?" Applejack asked.

Derek looked at Applejack, and a smile tugged at his lips. "Duh! We're gonna make an entrance!"

\\\\

Fluttershy had been part of the war effort since the beginning, helping injured soldiers, carrying supplies, and fighting when there was no other option. In these years, she had seen unimaginable horrors almost every day, stuff that would make most ponies hard and cold, and yet, as she stood there in the building, watching as blood splattered the wall and body parts flew, only one thing came to her mind, the same thing that she had thought every day since the start.

_I hate this. I hate this so much._

"Fluttershy!" Twilights shout snapped the pegasus out of her daze. "Don't start daydreaming now!"

Fluttershy shot her friend an apologetic look, and prepared herself for the next onslaught. Her eyes scanned the wave of approaching gargoyles that forced the group into a corner, and Fluttershy shuttered. When she had seen Twilight on the street, she had dropped in to say hello, but quickly found herself running into the building they were in as they retreated from a massive legion of gargoyles. The legion that cornered them at this moment.

Fluttershy looked around at the three unicorns behind her, Twilight, Rarity and Trixie, and saw them raising their magic in preparation. Fluttershy steeled herself one more time for violence, then waited for the gargoyles to make the first move.

They happily complied, and with a massive scream the gargoyles were on the group again. Fluttershy bucked and kicked any gargoyle who got too close, while Trixie, Twilight, and Rarity used their magic to destroy the main body of gargoyles.

The surging wave of beasts seemed to go on forever, and soon, all four of them were panting and sweating at the effort it took to keep up this furious pace.

"We're not going to last much longer." Rarity panted as she blasted a gargoyle into dust.

Fluttershy couldn't help but agree. They had no way out, no help coming, and they were exhausted. The gargoyles were getting closer and closer to them, and the ponies found themselves flank to flank against a sea of enemies.

"Well shit." Trixie said as the last of her magic gave out and she collapsed to her knees.

Twilight locked eyes with Fluttershy, who gazed back in sad acceptance. The four ponies grabbed onto each other, and prepared to face the end.

As the gargoyles descended upon their prey, the wall behind the ponies exploded, and Derek crashed through. A strange pink gas emitted through, and drifted throughout the ranks of the gargoyles, stunning them. The human rolled to a stop at the feet of the stunned ponies, who looked at him in a mixture of relief and confusion.

"D-Derek?" Twilight stammered, her eyes wide.

He nodded, and flashed a dirty grin. Twilight continued to stare.

"What is with you and flying through walls and making an entrance?"

He shrugged. "Applejack wondered the very same thing."

Derek suddenly jumped to his feet, and began to turn towards the legion of gargoyles, who were starting to regain themselves.

"Now what exactly have you gotten yourself into _Sweet Jesus _that's a lot of gargoyles."

The gargoyles, now recovered, screamed in reply and began to attack again. Derek reached out with a wave of magic and pushed the gargoyles away, throwing most of them against the wall across the room.

"Ladies, I do believe we should go."

The four ponies happily agreed, and clambered through the hole that Derek had made. The hole led to a small lounge type area, where another hole in the wall lead to the outside.

Rainbow Dash floated in the opening, a wide smile on her face as she saw her friends approach.

"Hey guys!" she said enthusiastically.

The group merely groaned a reply to the pegasus, who shrugged and continued to hover.

"Your chariot awaits, Madame Twilight!" Derek said in a mock French accent.

Twilight barely acknowledged him, and trotted up to Rainbow Dash, who wrapped her forelegs around her stomach.

"Hey, Twilight, guess what?" Rainbow whispered evilly in Twilights ear.

"Hmm?"

"I'm rescuing you. This means we're tied."

Twilight groaned again as Rainbow Dash took off from the building. Derek, plus Rarity and Trixie, and Fluttershy followed behind her. After a few short seconds of flying, the group landed back in the save zone, where Applejack angrily sat.

"What the hay?" She spat once Derek was in earshot. "We had ourselves a plan, n' you broke it!"

Derek held up his hands in mock defense. "I'm sorry Applejack, but they couldn't wait any longer! Besides, I had a new plan worked up in a matter of seconds."

Applejack looked dully at Derek, before turning her eyes to Rainbow.

"He jus' did his wreckin' ball routine again, didn't he?"

Rainbow Dash nodded, casing Applejack to sigh.

"I swear, Derek, if the Darkness could be killed by smashin' through it, we'd have won this war a few minutes after it started."

Derek laughed at the comment, nodding as he did.

"Hey, its fun! You should try it sometime! You feel like a badass, especially if you have some metal going on in your head!"

"Woah!" Twilight said, slightly woozy at the moment. "This is the first time we've all been together si-"

"Neigh Orleans." Derek finished for her. "Pinkie already told us, albeit, she was a bit more specific…"

Twilight shrugged, her purple armor scrapping slightly against the concrete street.

"_ZZZ—ome in, I repeat this is Mountain One, does anypony copy?"_

The sound of Applejacks radio startled the group, causing everyone to jump slightly. After a second of waiting, they realized the source of the noise, and acted.

"Copy, this is Element 4, repeat, Element 4, come'n Mountin'." Applejack drawled into the microphone.

"_ZzzZZ—the underground—heavy contact—ZzzzZ"_

The radio cracked and whined as the signal from the other team became weaker, and the ponies had to listen hard to pick out what started happening next.

"_ZZzzZ—TOO MANY OF THEM—ZzZzz—fire at will!-ZzZz—Mammoths incom—zZZz"_

The sounds of a raging battle filled the groups ears, and for a few seconds, the static in the signal cleared up, allowing for one final message.

"_zZZz-lement 4, Crystal Protocol is engaged, I repeat, Crystal Protocol is engaged, get your men out of GAHHH!" _

The ponies dying screams faded as the signal went out. For a second, everyone was quiet, before the air was filled with the sound of radios squawking as they tried to reach their teams.

"Crystal Protocol is engaged, we need full on retreat from the city NOW!" Derek barked into his radio, which answered.

"_We know sir! We're right in the middle of it! There's a portal in the middle of the city! Gargoyles are just pouring out!"_

"God dammit, Coda, get your ass outta there!"

"_Sorry sir, I cant do that! We need to hold them off until the crystals explode! I~~~ZzzzZ"_

A large explosion from the center of Detrot City ended the signal. Derek looked up, fear in his eyes, and saw it; A large shockwave of stored magic headed right towards them, destroying everything in its path.

"Son of a bitch WE NEED TO GO!" Derek screamed.

He stretched out his wings a prepared to take off, but before he could, a purple flash filled his view, and suddenly he was sitting in a grassy meadow. Confused, he turned around and saw Twilight passed out on the ground next to everyone else, her horn smoking.

"Twilight, you crazy pony." He sighed, before he caught view of the mushroom cloud.

He could see it from where he stood. A rising, billowing cloud of magical smoke appeared above the treetops, signaling the end of Detrot City. He just hoped that others made it out as well.

The sound of large wings beating in the air caught his attention, and he turned his eyes to the sky. A dragon filled his view, and he watched as the creature landed right next to him. The dragon was fairly small in terms of dragons, though it was a few feet taller that Derek. Its purple scales glistened in the sunlight, while its green spikes that grew out the top of its head drooped slightly at the sight of the unconscious ponies.

"Don't worry, Spike, they're all fine." Derek said nonchalantly.

"Just making sure." Spike replied.

The dragon, who had hit his first growth spurt only three months ago, sat down next to Twilight, and nuzzled her gently. When she drearily waved him off with her hoof, he smiled and walked back over to Derek.

"What happened in there? I thought things were going well?"

"They were. Until a portal opened up in the center of the city."

"A portal? Are you sure?"

Derek shrugged. "No. I didn't see it, and the only ones that did are probably dead. All I know is things were going okay, then all of a sudden, I get a bunch of radio traffic that sounds like all hell is breaking loose, then boom. Bye Bye Detrot."

Spike chuckled dryly, his eyes locked on the mushroom cloud.

"Fuck!" Derek said, clenching his fists. "FUCK!"

Derek turned, and with all of his might, kicked a large rock that was stuck in the ground. The rock shattered on the spot, and disappeared into tiny fragments. Spike looked at Derek in surprise.

"Woah, take it easy there dude."

"Take it easy? How can I take it easy when an entire city just got vaporized? How can I take it easy when the damn gargoyle army has basically just take over the entire east side of Equestria? All we've done so far is give up ground! Yeah, we kill a lot of gargoyles, but in the end, the result is the same!"

Derek slumped to the ground and hung his head, weariness taking over. The dragon and the human sat in silence for a while, before Spike finally broke it.

"C'mon, dude. Princess Celestia needs to see you all. She's gonna want to know why one of her cities isn't in existence anymore."

Derek snorted as he got to his feet. "Oh, this should be pleasant."

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_Please, review this! When I see reviews, I make noises that are NOT HUMAN! _


	2. Chapter 2

**Chapter 2**

_Im already feeling good about this one! I saw some of the questions asked by you guys, and don't worry, they will be answered! Just read on to find them!_

Derek trudged across the soft green grass of the meadow, his eyes searching for some source of entertainment. Behind him, Spike walked along with 3 ponies draped across his back, one of whom was starting to stir.

The other 4 were walking alongside Derek, though they still looked a little out of it. The five of them made space a few moments later for Twilight Sparkle, who was rubbing her eyes.

"How long was I out?" She said, yawning.

"Only a few hours." Derek replied. Twilight smiled, her eyes starting to roam the vast, grassy hills that surrounded them.

"Better than the last time magic knocked me out."

Derek looked over at her, confusion on his face.

"When was that, exactly?"

"About a year ago, in Maneapolis."

"Ah".

After a few more minutes of silent walking, Derek looked back over at Twilight.

"You okay?"

The purple unicorn nodded, though she still seemed a little wobbly on her legs. Derek reached out to her with his magic as a test, and to his surprise, she didn't block him.

"Damn. That teleportation spell must have taken a lot out of you." Derek said.

"Yeah, it did. Most of the time they don't, but with what was happening, I didn't have time to concentrate."

Derek sighed, and looked back at Spike, who still had three ponies draped over his back.

"How you doing back there, dude?"

The dragon flashed a smile, revealing his growing fangs.

"Not bad, though I suspect a certain rainbow maned pegasus isn't actually out, but just too lazy to walk!"

At that, Rainbow Dash launched into the air, sheepishly grinning at Spike.

"Ah, I was getting tired of laying down anyway! A pony like me cant be still for a long time!"

Derek chuckled, and turned his eyes back towards the path ahead. Eventually, silence regained control over the group as they softly made their way through the grassy plains. A few hours passed, and before Derek knew it the sun was beginning to set. He looked back over at Spike, and saw that the two others, Rarity and Trixie, were still unconscious on his back.

"Hey Twilight, they gonna be okay?" Derek asked

She turned her eyes to where he was looking, and a soft smile appeared on her face.

"Yeah, they're just spent. They're both powerful unicorns, but yesterday was a little extreme. Plus, when I teleported us, I kinda drained their magic to help."

Derek raised an eyebrow at the unicorn. "You drained their magic? You can do that?"

Twilight nodded. "It's not very complicated to do so, although you have to have the other pony's permission to link yourself with them. Most of the time I could have teleported us by myself, but I was tired."

Derek slowly nodded, an idea coming to mind.

"Could we link our magic?"

Twilight remained silent for a long time. That silence was only broken by the whispered conversation that Pinkie, Rainbow, and Applejack were having, while Fluttershy hung back and chatted with Spike. When Twilight finally did speak, it was in measured tones.

"I don't think that would be a good idea Derek."

Derek frowned. "Why not? I've got a world full of magic in me! It would really help in case you needed it!"

"It wouldn't be a good idea because that's not unicorn magic. Hay, that's not even Equestrian magic. Besides, you still don't have full control over your magic, so taking it away from you would hurt you more than it would help me."

Derek sighed. He watched the sun slowly begin to dip behind the hills, and the moon begin to take his place. Once again, there was a long silence before he spoke again.

"Wait, why don't I have complete control over my magic?"

Twilight looked over at him, and through the glow of the moon he could see she was smiling softly.

"I'm honestly not sure, you'll have to ask Princess Celestia."

"But you're the Element of Magic! I would think this would be in your area of expertise."

Twilight rolled her eyes.

"I'm the Element of Magic, but I'm still learning. Besides, Princess Celestia has been around for who knows how long, so she's bound to know more than me, though if I had to guess on it, I'd say it's because you've only had your magic for three and a half, maybe four years. I learned quickly because I'm the Element of Magic, plus I'm just gifted at it."

Derek chuckled. "Now you sound like Trixie."

A sharp hoof jabbed his ribs, and he grimaced.

"Don't say that! I'm not boasting, I'm telling the truth, and besides, she's not like that anymore. Now, what I was going to say, was that most unicorns take longer than I did to get good at magic. Longer than three years anyway."

Derek nodded, before looking around.

"Hey guys, I think we should stop here for the night."

A few murmurs of acknowledgement greeted him, and at long last he sat down. Groans of relief filled his ears as the rest of the group collapsed to the ground around him.

Spike slowly slid Rarity and Trixie to the soft grass, before walking a few feet away, letting out a brief snort of smoke, before slamming onto the ground and passing out. Twilight looked over at Derek, and patted him on the shoulder.

"But hey, don't take my word about the magic stuff. Like I said, you should ask Princess Celestia. She'll know, I promise."

Derek smiled at the unicorn, though it was slightly forced.

"Sometimes, Twilight, I think we're just as we were back at the start of this."

Twilight's sad smile shone like the sun through the dark night as she stood up and began to leave.

"That's strange. Sometimes I think we're entirely different."

The purple unicorn walked over to Spike, and curled up next to the slumbering dragon. Derek sighed, and allowed his body to fall against the ground. In minutes, he was asleep.

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_Smoke filled his lungs as he ran through the burning building. His left wing hung limply by his side, and he was too weak to heal it. Another explosion rattled the building, sending him tumbling down the staircase._

_He blacked out for a few seconds, before shooting awake again. He slowly got to his feet, before noticing the blood dripping from his mouth. Realizing he had bit his tongue, he spat some blood onto the floor and continued racing down the stairs._

_He heard their screams as they came for him. High above his head, an army of gargoyles descended, every last one of their eyes focused on him. He knew he wasn't going to make it. _

_Every muscle in his body burned, and screamed at him to stop, to rest. He did all he could to ignore them, but still tears of pain streamed down his face. _

_The screams echoed around the stairwell, filling every inch of his brain with the horrible noise. He rounded one of the stairs, but his foot slipped on the slick metal._

_He bounced down the stairs, before slamming to a stop against the wall. He looked down at his body, and saw that his ankle was twisted in an odd way, probably broken. His shoulder was also dislocated. As the screams of his enemies grew louder and closer, he closed his eyes, and accepted his fate._

_A strange roaring sound overcame the screams of the incoming gargoyles, and he opened his eyes, just in time to see a few gargoyles fly down the stairwell, giving little care to him. He heard their screams as they passed by, and he noticed that they sounded different, almost scared._

_With a grunt, he dragged himself over to the railing, and looked up the stairwell. His heart nearly stopped. _

_The building was collapsing. Debris from all 110 floors rained down on him, and in turn, the gargoyles that had been chasing him. _

_A surge of adrenaline filled his chest, erasing the pain. With surprising speed, he launched down the remaining stairs, threw open the door to the 5th floor, and, mustering up ever ounce of courage in his body, he threw himself out of the window._

_The glass cut into his skin like a knife, sending blood pellets into the air. He turned as he fell, just in time to see Two Equestrian Trade Center, the Southern Tower and the Co-tallest building in Manehattan, collapse into dust._

_Everything seemed to go into slow motion. His mind froze at the thought of all the ponies that had just been killed at the collapse. His body, with a mind of its own, spun in free fall as he descended through the air. His eyes, frozen in place, turned with it. His body spun to be facing the ground, where he saw a group of gargoyles reaching out to meet him, claws out, teeth bared. He shielded his face from them, and screamed in terror…_

\\\\

Derek woke up screaming. He bolted up, and swung wildly with his hands. Magic began surging through his body, itching to be released…

"Derek!" A voice rang in his ear.

With a start, Derek spun around to find Fluttershy looking at him, her eyes wide with concern.

"Hey!" She said softly, backing up a little at the sight of the wide eyed, magicked-up human. "Derek, calm down. It's me, Fluttershy ."

Derek continued to stare at the pegasus, terror still running wild within him. His eyes darted around nervously, trying to gain a sense as to what was going on. Fluttershy, still watching him carefully, took the opportunity to begin slowly approaching him.

"Easy there." She said soothingly when he noticed her moving towards him. "Im not going to hurt you."

Derek, by now starting to regain his senses, started to relax, and allowed his magic to settle back into him. Fluttershy quickly sat down next to him, and wrapped one of her forelegs around his shoulder. Derek wordlessly leaned into her embrace, suddenly feeling as if he hadn't slept in years.

"Bad dream?" She asked quietly.

Derek nodded.

"What about?"

Silence answered her question. The two sat together underneath Luna's moon, and in that suffocating silence for a few minutes, when Derek replied.

"It was Manehattan. I…I was back there again."

Fluttershy nodded solemnly, her eyes filling with tears at the thought of the place. She hadn't been there, fighting in that unforgettable hell that had once been the biggest city in Equestria, but she had heard the stories. Out of the entire group, only Derek and Rainbow had been in Manehattan, as Twilight and Rarity had been occupied with Fillydelphia, Trixie in Mexicolt City, and the rest in Baltimare. Only Derek and Rainbow Dash had experienced that hell…

_Who knows what they went through._ Fluttershy thought grimly as she stroked Derek's hair.

Neither of them had ever talked about what happened in that city to the others, and, as far as Fluttershy knew, they hadn't even discussed it between themselves, though she knew that Derek had been in one of the Twin Towers while they were being attacked. Those two beacons of pony accomplishment and ingenuity, once the tallest buildings in Equestria, were gone now, turned to rubble just like most of Manehattan in the wake of the gargoyle army.

Derek let out a shaky breath as his sweat drenched body began to shiver. Fluttershy only held him closer, trying to give him some of her heat. Eventually, the shivering stopped, and shelooked in to see why.

Derek had fallen back to sleep. Fluttershy smiled slightly, before laying him on his back again. She looked over to where Rainbow Dash lay, and saw that the pegasus was trembling and muttering things in her sleep as well. With a sigh, she went over to her filly-hood friend, and curled up next to her, placing a comforting foreleg around Rainbow as she did.

"Shh, it's alright, I'm here." Fluttershy whispered into her friend's ear. A smile appeared on her face when the trembling subsided. With a sigh, Fluttershy laid her head into the soft grass, and allowed sleep to take her.

\\\\

The next day, after a short breakfast consisting of whatever rations they had on them, the group set off once more. Their day was considerably better than yesterday, as all of them were awake and lively.

Despite the horrors that had occurred the day before, the group remained light-hearted, partially out of boredom and partially to keep their sanity. The group played a few games as they walked, and teasing ran rampant.

Nothing was said of what had happened between Fluttershy and Derek, as nothing needed to be said. They both understood and appreciated each other greatly.

As the day wore on, the mood began to dampen. Words grew scarce, and eventually, all eyes were facing the ground as the monotonous task of walking took its toll. All of that was broken in an instant.

"Look!" Rainbow Dash shouted excitedly, her eyes perking up.

The others followed her hoof, and found themselves looking at a large, white-bordered blue flag with a symbol of two alicorns circling each other in a yin-yang fashion.

Everyone smiled at the sight of the Equestrian Flag, for it meant that their journey was at an end. With renewed energy Twilight ran into the camp, followed by the rest of them, and was quickly greeted by a swarm of military ponies.

"Harmony Sparkle, Ma'am!" A grey pony with a javelin for a cutie mark said, before snapping a crisp salute.

"At ease." Twilight said nonchalantly, paying little attention to the formalities.

The others approached quietly behind Twilight, though they too were assaulted by salutes. Once the formalities had ended, Twilight got down to business.

"Tell me, where is the Princess?" Twilight asked the javelin-pony evenly.

"In the tent on the far left…pardon my asking, but how did you know she was here?"

Twilight flashed him a smile. "Magic." She said simply, heading off in the direction of the tent.

The group arrived at the tent a few seconds later, smiles on their faces. They all began to enter the tent, save for Derek and Spike. Spike flashed a quick grin, before flapping his wings and launching into the air, while Derek sat down on a nearby tree stump.

"Ain't comin, Derek?" Applejack asked.

He shook his head no, a sly grin on his face. "This kind of thing bores me. I'm much more useful when people just tell me what to blow up."

Applejack sighed as turned to enter the tent. "You and me both, partner."

\\\\

Two hours and a possible WWE match later, the ponies finally exited the tent. Dark circles were underneath each ponies eye, and all of them walked as if they had just ran thirty miles. No pony noticed the sleeping human slumped up against a tree stump. No pony but one.

Princess Celestia quietly sat down next to the sleeping Derek while stifling a yawn. She may be a princess of over 1,000 years, but that didn't mean she didn't get bored of meetings. With a polite cough, she awoke Derek from his slumber.

"Ah! Wha-who the…Oh hi, Princess."

Celestia smiled warmly at him, despite every part of her being telling her to fall asleep on the spot.

"Hello, Derek. It's been a while since we last spoke."

Derek nodded, propping himself up against the stump. "Been about a year, hasn't it?"

Celestia nodded. "That was right before Manehattan."

Celestia watched Derek grimace at the name of that city. He regained his composure quickly, but not quickly enough.

"That's part of the reason I came to speak to you Derek." Again, another grimace.

"Fluttershy told me you were having dreams about Manehattan."

Derek looked up at Celestia in surprise, before his face became angry.

"That little piece of sh-"

"She was right to tell me about it."

Derek stared at her, before looking at the ground.

"I'm not talking about it."

Celestia sighed, and her eyes drifted out to her sisters night.

"I doubted that you would, at least to me. Perhaps you should speak to Rainbow Dash about it. After all, she was in Manehattan too."

Derek sighed, and his gaze returned to the princess. "It's a touchy subject."

Celestia nodded knowingly, before shaking her head as if to clear things up.

"Well, as I said, that is only part of the reason I came to you. The other is because Twilight said you wanted to know why you weren't in complete control of your magic.'

Derek snorted, and shook his hair from his face. "Can't tell those girls anything, can you?"

Celestia smiled and shook her head.

"I too learned the hard way. Now, about your question. The reason is because your magic and you are not one."

Derek's look of pure confusion made her continue.

"When unicorns are born, their magic is born with them. It is a part of them, as much a part of them as their heart, or their eyes. Your magic, on the other hoof, is an entirely different entity from you. While yes, your species may have once used magic, it was never a huge part of your society. Quite simply, unicorns form a whole with their magic. You form a whole by yourself, your magic is just some extra stuff thrown in. Sure, your powerful, but not nearly as powerful as you could be if you became one with your magic."

Derek nodded slowly, his mind working. "So, is there any way to 'become one' with my magic?"

Celestia shrugged. "Honestly, I don't know, though I certainly hope so."

Derek nodded again, though this time he was smiling.

"Thanks Princess."

"No need for thanks, Derek, I am always here to help you. Now, go get some sleep, yu have a big day tomorrow."

"I do?"

"Oh, I forgot, you skipped the meeting."

Celestia's stare bore daggers into Derek, who could only manage a sheepish grin.

"We decided that it's time to go on the offensive. There is going to be a small scouting party heading into gargoyle territory, near Whinnypeg. You're going to lead it."

Derek stared at her in shock.

"What?" he asked, dumbstruck

"I know it's short notice, but you are the best fighter we have, and your…skills may be needed on this mission. Besides, everypony trusts you, and the team you'll be with is the best. Now, get some sleep."

Derek watched the princess leave, still slightly shocked, before he began to stand up, though he quickly found out it was in vain. He fell back into the tree stump, and promptly fell asleep.

\\\\

The next day, the camp was bustling with life. Ponies ran left and right as they all prepared for various missions that were upcoming. Derek was no different from them in that matter, as he hurried through the camp, trying to find his new team.

He rounded around one of the tents, and ran headfirst into Princess Luna, who reared back a few inches in shock.

"Oh Derek, hi!" She said, regaining herself.

"Hey Princess." He said casually.

"I was actually about to go look for you. Its almost time for you all to depart, so you better meet the team."

Derek nodded, and followed the princess. After a few minutes, they stood in front of a group of ponies. While he recognized some, there was one pony in particular that stood out to him.

"Scootaloo?" he asked, focusing in on the orangish pony with the pink-purple mane. She had grown considerably since they had last met, and now she stood almost as tall as Rainbow Dash.

"Hey Derek!" she said with a smile.

"Hi…what are you doing here?"

Scootaloo's grin became even bigger. "I'm part of your team!"

Derek stared at the pony, before turning to Luna. "Princess, I-"

Luna held up a hoof, silencing Derek.

"She was the best fighter in training camp, and she can be quite sneaky when required. She needs some experience in the field, however." Luna leaned in close to Derek, and whispered into his ear.

"Also, Rainbow wouldn't allow her t go with anyone else."

Derek smiled at that, before turning to the rest of the team.

"Hi, I'm Oak Foilage." A greenish-brown pegasus said, snapping a crisp salute.

"Mint Frost."

"Sunny Daze."

Derek paused on Sunny, his mind briefly flashing back to his past life, before he returned to his senses.

"Nice to meet you, Sunny." He said with a smile, before looking at the last pony.

There was something familiar about this particular pony, though Derek couldn't quite place it. The moment he removed his large goggles however, Derek realized who it was.

"Pastel!" Derek said happily, wrapping the smiling pegasus into a hug.

"Hey, Derek." He replied.

"I thought you were done going on scout missions?" Derek said once they broke apart. Pastel shrugged at this.

"There hasn't been another scout mission since…well since the start."

There was a brief silence, before Derek spoke up again.

"Well, it's good to have you with me, Pastel. Now, if you'll excuse me…"

Derek faced the entire team, and his voice gained an edge to it, one that comes with leadership.

"We're going to be leaving in 5 minutes. We have a long flight ahead of us, so get ready. Be back here in 4."

Derek watched as the group dispersed, though he kept his eyes mostly on Scootaloo. He watched as she approached Rainbow Dash, who quickly wrapped her up in a hug. After a few minutes, they broke apart and went their separate ways, giving Derek the opportunity he needed.

He quickly approached Rainbow Dash, and put his arm around her.

"I wont let anything happen to her, I swear." He said softly.

Rainbow looked up at him through her tear filled eyes, and Derek was slightly put off by the sight of the normally so strong pony in this state.

"You better." She whispered, a few tears rolling down her face, where they rested on the bottom tip of her scar.

Derek smiled at the pegasus.

"Hey, when have I ever left you hanging? She'll be fine. Besides, from what I've heard she learned from the best."

Rainbow Dash smiled at the compliment, and she slightly perked up. Derek planted a quick kiss on her forehead, before standing back up and walking towards where his team now stood.

"Alright guys, let's go! Standard flight formation at 250 feet, stay low and tight."

The group launched into the air, and quickly formed up. Rainbow Dash watched as they slowly faded away into the distance, and her heart wrenched as she saw the closest thing she had to a sister go straight into danger. Rainbow had felt fear before, but never this strong, and the strange part was, it wasn't even fear for her own well being.

"Be safe…" she whispered.

Only the wind answered her, leaving the rainbow pegasus surrounded by ponies feeling completely alone.

\\\\

_I know I said it'd be out earlier, I lied. Hopefully this chapter answered some questions that you all had. :) _


	3. Chapter 3

**Chapter 3**

_Ah, I do enjoy my midnight writing sessions. Screw sleep, have ponies._

Derek pumped his wings a few times, getting a little extra boost as he kept his place in the front of the group. The other five pegasai flew behind him, and so far the journey had been easy, though they had yet to cross over into gargoyle territory.

"Hey" Scootaloo said, gliding up next to Derek.

"Get back in formation." He said sternly, refusing to glance over.

"Ah come on, we've still got a few more miles until gargoyle territory. Lighten up until then."

Derek kept his gaze straight ahead, his eyes scanning for any signs of trouble.

"Scootaloo, the only reason you're on this mission is because Rainbow Dash didn't want your first mission to be with anyone else but me. She wants me to protect you, and for that to happen you need to do exactly as I say. Understood?"

Out of the corner of his eye, Derek saw the young pony nod her head.

"Good. Now get back in formation."

Scootaloo sighed, and slid back into her place. The group was flying in a tight _V _shape, a task that was very hard to accomplish when flying long distance, at least for most pegasai. This group, however, seemed unaffected by it.

Derek shook his head slightly, trying to clear the slight frustration that had been building in him since a few minutes after they had left.

_It was stupid taking her with us. Now we have to baby sit and look out for gargoyles._

He began to grind his teeth while his mind carried out these thoughts. After a few minutes in this subconscious state, he noticed something in the distance.

"Hey guys, we got cloud cover!" He shouted back to the group.

"How far ahead and how thick?" Pastel replied.

"Looks to be around 10 miles away or so, and very thick. Those are defiantly storm clouds!"

A few happy cheers sounded from behind. Storm clouds were perfect for scouting, as they provided nice cover from enemy troops.

"You want to use 'em as cover?" Sunny Daze shouted up to him. "Those aren't pegasus' made clouds, so they might be wild!"

"I know the risks! We'll be fine!"

Derek smirked slightly at the worried pegasus. Ever since the gargoyles had taken over some Equestrian territory, the weather in these areas had gotten out of control. Since there were no more weather ponies to tend the skies, storms started creating themselves. The unpredictability of the weather reminded him a bit of Earth.

As they approached the storm clouds, Derek began to notice the changes in the world below them, signaling their entrance into gargoyle domain. Burned or destroyed houses began to appear, as did barren fields and broken down farm equipment. He even thought he saw a body, though he couldn't be sure from this far up.

The wind started to pick up, forcing the group to bet their wings even harder to maintain their pace. Derek glanced up and saw that the clouds were now less than a mile away from them.

"Alright, let's get up above these clouds." He shouted back.

The group ascended as one, their wings beating in unison despite the heavy winds. Within a few minutes, they were soaring above the clouds, and the wind subsided.

Derek gazed down at the fluffy landscape below him, and he felt a strange sense of peace briefly enter him. Before, back on Earth, he had always loved looking down in clouds when he would fly somewhere, and doing so now reminded him a bit of his world.

A sudden gust of wind startled him. He glanced up, and to his surprise another wall of clouds was approaching overhead.

"What the…Pastel, you ever seen anything like that?" he shouted back.

"Nope!" Pastel replied.

"You ever have something like this happen back where you come from, Derek?" Scootaloo asked.

"No!" He shouted, a slight tremor of worry catching in his voice.

The wind started to pick up once more, making flight far more difficult. Derek looked up at the looming cloud, and saw lightening flashes appearing within it.

"We can't go above that one, we'd be too high!" Derek yelled over the now roaring wind.

"What do we do?" Scootaloo shouted back.

Derek looked around amidst the chaos. Rain was beginning to pour down on the group, and the winds were blowing them in all directions. Derek knew that it was too late to turn back. With a powerful beat of his wings, he turned to face his companions.

"We go down!" he shouted.

There was no second guessing this order. Immediately, the group allowed gravity to take hold, using their wings only to stay close together. Within a few seconds, they had gone through the cloud below them, and now had only the ground below them.

The storm was even worse here. Lightening flashed in every direction, and thunder deafened everyone. The wind tore at their skin, while the rain pelted their eyes. Derek felt his wings starting to weigh down with all the water they were absorbing, making it far more difficult to fly.

With a burst of magic, Derek created a small wind tunnel, protecting them from the elements. He grunted at the effort it took, and turned his head around to the others.

"Hurry down! I can't hold this thing up forever!"

Every head nodded, and a few seconds later, the wet grass greeted them.

"We gotta get out of this storm!" Mint yelled, once Derek had released the wind tunnel.

"I thought I saw a rock overhang close by!" Oak said. "C'mon, it's a few hundred yards this way!"

The pony took off, and, after a few wet shrugs, the group followed. Oak turned out to be right, as they soon found themselves sheltered from the rain by a large rock that hung out over a clearing from a cliff face, though the cold and the wind were still bothering them.

"This isn't what I thought it would be like." Scootaloo mumbled once everyone had settled down.

"Not everything is high action fun, kid." Pastel said, giving the young pegasus a grim smile.

"Why are even on this mission anyway?" Scootaloo wondered aloud.

"Cause we need to see what defenses, if any, the gargoyles have in this area. If we're going to win this war, we need to take back what we've lost. Scouting missions help us do that."

Scootaloo shrugged, and curled up on the wet ground. Derek chuckled despite the current situation, and lay down on the ground as well. His body, no stranger to bad situations, somehow found comfort in the dirt, and within minutes he was asleep.

\\\\

"Gahh!" Derek yelled as he awoke.

His body was covered in sweat and rain that had been blown in by the wind, and he couldn't see a thing.

"Good, you're awake." Came the voice of Pastel.

Derek squinted as his eyes adjusted, and saw that Pastel was standing about a foot away from him. His eyes were scanning the trees that stood at the edge of the clearing, and Derek could tell something was wrong.

"What is it?" he asked, sitting up.

Pastel remained silent, and continued looking out. Derek snuck his head out from under the rock, and was immediately pelted by hail. A strong gust of wind pushed him back underneath the rock and onto his back.

"Damn. Storm's still going strong." He muttered, climbing back to Pastel's side.

"It will be a few hours until it dies down." Pastel said icily.

Derek looked long and hard at the alert pegasus, before he spoke again.

"Well, while we wait for it to go away, why don't you tell me whats got you acting so freaky."

Pastel kept his gaze on the trees. "I heard something."

"You heard something? That's why you're up?"

Pastel nodded, causing Derek to groan.

"Dude, theirs a storm going on, you're going to hear stuff."

At that moment, a resounding _Crack _echoed out from the forest. Derek instantly stiffened, and joined Pastel in scanning the forest.

"Was that what you heard before?" Derek asked after a few seconds had passed.

Pastel nodded. A yawn sounded from behind them, briefly startling them before they realized that it was only Scootaloo.

"Hey guys, why are you up?" a tired Scootaloo asked as she sat down beside Derek.

"There's something in the woods." Pastel responded.

Scootaloo immediately perked up. She looked over at Derek, who returned the gaze. He looked directly into Scootaloo's eyes, sending slight chills down her spine.

"Scootaloo, go wake the others, quietly." He whispered.

She nodded, and trotted over to Oak, who was already stirring. A few minutes later, the entire team was staring out into the woods. Another loud _Crack _filled the air, and then came a sound that scared everyone right down to their bones.

The sound of gargoyles screaming.

"Shit." Derek muttered once the terrible noise had subsided.

"That sounded like a lot of them." Pastel said grimly.

All Derek could do was nod. Sunny Daze looked around at her companions, and upon seeing all the grim faces, tried to lighten the mood.

"Hey, calm down guys, they may not even know we're here!"

As if on cue, a singular gargoyle emerged from the woods. It looked around for a few seconds amongst the pouring hail, before its eyes settled on the group huddled underneath the rock. The gargoyle cocked its head at the sight, before opening its maw and letting loose one of its terrible screams.

"Never mind." Sunny said shakily.

A few more gargoyles began to trickle out of the forest. A few seconds passed, and that trickle had become a steady stream. Gargoyle after gargoyle poured out of the forest, until a sizeable group now stood before them.

"How many do you reckon?" Pastel asked.

"At least 300, probably more." Derek replied.

The gargoyles hissed and growled at the group under the rock, yet they did not attack. Derek cautiously stood to his feet, and began to walk out from underneath the rock.

"Derek, what are you doing?" Scootaloo hissed.

"They're not attacking. Why aren't they attacking?" Derek said in a hushed tone.

His eyes were fixated on the gargoyles, who in return stared right back. The rest of the group looked around at each other, before getting up and joining him. Together, they slowly approached the gargoyles.

"I know they're not attacking, but why are we walking towards them?" Pastel whispered into Derek's ear.

"If they do attack, I don't want to have my back against a cliff." Derek said in reply.

Pastel nodded, and returned to silence. The group was about halfway across the clearing, when something finally happened.

The group of gargoyles parted, and a singular gargoyle walked out towards the group. This gargoyle was a little smaller than the rest, and wore a strange headdress. In its hands was a large,, basketball sized sphere that glowed a bright blue.

"What the…you ever seen a gargoyle wear clothes?" Oak asked, his voice shaking slightly.

Derek shook his head no, but kept his eyes locked on the approaching gargoyle. The clothes wearing gargoyle stopped suddenly, and then placed the sphere onto the ground, where it began to glow brighter. Derek looked hard at the sphere, trying to figure out what it was, when suddenly, strands of light shot out from the sphere.

The strands of light spread out in all directions, and then began to descend around all gathered in the clearing. Derek watched the light beams descend, before his mind suddenly made the connection.

"Oh fuck." He said simply, as the first few beams of light touched the ground. "That's an anti-magic gem!"

The rest of the group gasped in horror as the realization set in. With that thing in place, Derek would be without his magic, and they would be sitting ducks.

The last of the beams touched down to the ground, and instantly they began to solidify. Derek felt his magic start draining from him, bringing him down to his knees. His mind became a whirling of thought as his magic left. His eyes scanned his companions, but when they went over Scootaloo, they froze.

His face grimaced in determination as he realized what he had to do. With a grunt, he shot up to his feet, grabbed Scootaloo, and wrapped her in his wings.

"Hey! What are you doing?" Scootaloo's muffled shout filled his ears as he focused his all of his magic onto her.

"Sorry, Scoots, I promised Rainbow I'd protect you!"

As the anti-magic shield stole away his magic, Derek focused his energy onto the young pegasus wrapped in his wings, and quickly pictured in his mind the camp from where they had come. A strange flash appeared from within his wings, and he felt the weight of Scootaloo leave him just as the bubble surrounding them finished solidifying.

Derek gasped as he felt the last of his magic drain from him, but he shook it off. He looked over at his remaining companions, who all had their eyes focused on him. He looked into each of their eyes, and found no look of disapproval in them.

"How'd you know that this thing would take your magic?" Pastel asked.

"I've dealt with them before."

"How'd you get out?"

"You have to destroy the sphere. Until you do, there's no way in and no way out."

Pastel sighed, and turned his eyes back on the gargoyles, who were now beginning to approach them.

"Well, I guess this is where the fun begins." He said through gritted teeth.

Pastel reached to his side, and pulled out a wicked looking blade with his teeth. The others followed in kind. Derek walked out to the front of the group, and focused his eyes on the now charging gargoyles. In a few seconds, they would be upon them. The screams of the gargoyles filled their ears, and every one felt a tremor of terror that they quickly squashed.

Derek released a mighty yell, and ran up to meet his foe. With similar screams, his companions followed in kind.

\\\\

Rainbow Dash sat at a table, quietly eating some hay while looking over a map. She assumed she was the last one up, save for the few unlucky guards that had the night shift, and to be honest, she enjoyed the peace.

Her eyes, which had been staring at the map for quite some time, began to droop with exhaustion. Rainbow Dash yawned, and with a heavy groan, she stood up and began to head over to her cot.

Just as she set her head down on the pillow, an explosion sounded just outside her tent. Shooting to her feet, Rainbow rushed out the flap of her tent, and saw a smoldering crater a few yards away. Rainbow ran up to the side of the crater, and gasped when she saw what was inside.

Scootaloo lay at the bottom of the crater, unconscious. Without a second thought, Rainbow dove into the crater, grabbed Scootaloo, and pulled her out of it. Rainbow Dash grimaced as her nose became filled with the scent of burnt skin and charred fur, though she tried to ignore it.

Rainbow lay Scootaloo down a few yards away from the crater, and immediately set her mind on waking the pony up. A small crowd had started to gather, and Rainbow heard a familiar voice shout out from the crowd.

"Rainbow!" Twilight yelled, racing over to meet her friend. She stopped the moment she saw Scootaloo lying on the ground.

"Oh Celestia…is she.."

"She's alive." Rainbow Dash interrupted. "Just unconscious. I need to wake her up and find out what happened."

Twilight sat down next to her friend, and looked her dead in the eye.

"Rainbow, don't do anything yet. I'll get Fluttershy, but don't do anything until I get back, okay?"

The pegasus nodded, and Twilight took off. Five minutes later, she returned with a sleepy looking Fluttershy.

"Oh my." She said softly as she sat down next to Scootaloo.

Fluttershy immediately set to work. She checked Scootaloo's breathing and heart rate, before mixing together a strange smelling brew, opening Scootaloo's mouth, and pouring it in.

After a few tense seconds, Scootaloo began to cough and sputter. Fluttershy rolled Scootaloo onto her side, where she vomited. After a few minutes of more coughing and vomiting, Fluttershy looked over at Rainbow.

"Go ahead."

Rainbow Dash nodded, and moved over to where she was looking Scootaloo in the face.

"Scootaloo?" Rainbow Dash said softly.

Scootaloo's eyes focused on Rainbow. She stared directly at her mentor, and Rainbow could tell she was still working things out in her mind.

"No…" Scootaloo whispered. "That son of a bitch."

"What? Scootaloo, what is it?" Rainbow Dash asked, now more than concerned.

Scootaloo jumped to her feet, and quickly located Twilight.

"You have to send me back! They need my help!"

Rainbow grabbed Scootaloo, and sat her back down.

"Scootaloo, what happened?"

Scootaloo looked around shakily, before taking a deep breath.

"We were flying. We saw some nice cover clouds just as we were getting over gargoyle territory. We went above those clouds, but…there were more clouds above us. It was like a double storm or something. We were forced to the ground, and we found some cover and then…" Scootaloo's voice caught in her throat. She took a few more breaths before continuing.

"Then a few hundred gargoyles came for us. They had this…sphere thing, Derek said it was an anti-magic gem. He grabbed me up and teleported me here before they could get it working properly."

Twilight sighed darkly. "If they have an anti-magic cube, Derek can't use his magic."

Rainbow let out a shuddering breath. "We have to help them."

Surprisingly, Twilight shook her head. "We can't. Not yet at least. The only way we could help them fight is if I teleported you there, and that long of a teleport would exhaust me. We have to wait a while before we go."

Rainbow started to protest, but Twilight held up a hoof, silencing her.

"Don't argue. For now, they're on their own."

\\\\

Derek pulled the sword out from the carcass of the gargoyle, and backed up as two more took its place. His brow was covered in blood, part his, part gargoyle, and he had a few broken ribs. Beside him Pastel and Sunny Daze stood fighting.

Oak and Mint had already been slain. Derek knew that in a few minutes, he would be joining them.

Derek dodged the outstretched claws of a gargoyle, and responded by cutting off its arm. He smiled at the scream of pain, but he had little time to enjoy it, for a few more engaged him as well.

Sunny's dying scream filled his ears, and he broke apart from his enemy briefly to see what had happened. Sunny Daze fell to the ground, a gaping hole ripped in her throat. Blood poured out and wet the already soaked ground.

Derek and Pastel locked eyes, and they both nodded. They backed up towards the cliff face together, and readied themselves for the attack.

"Its been fun, Pastel." Derek said.

"Indeed. And hay, at least we get to go out in style."

Derek laughed as the wave of gargoyles charged. He prepared to swing his sword, and readied his feet to move fast, when suddenly, a strange scream broke out from behind the charging gargoyles.

The army stopped. The gargoyles slowly parted down the middle, and gargoyle in the headdress stepped forward.

"What the…" Pastel muttered.

The headdress gargoyle looked at Derek, then at Pastel. It stared them down for what seemed like an eternity, before it raised its hand and, in a strange language that sounded like gibberish, said something.

The gargoyle army moved again, though this time at a much slower pace. Soon, Derek and Pastel were surrounded by the gargoyles. A gargoyle hand shot out and grabbed Derek's wrist. He twisted out and sliced the hand off the arm, but another hand latched on to him. He sliced at this one, but a few more hands grabbed onto him, and the sword was thrown from his grasp.

Derek kicked and fought, until one of the gargoyles plunged its foot into his stomach. Coughing, Derek looked over and saw the Pastel had been captured as well. The gargoyle with the headdress walked over, and began to inspect its new prisoners.

After a few moments, the gargoyle looked over at the gargoyles that were holding Pastel, and made a strange clicking noise. Immediately, the gargoyles threw Pastel onto the ground, and descended upon him.

"No! NO!" Derek screamed as his gargoyles began to drag him away.

Pastels cries of pain echoed in the air, but there was no one to help him.

"PASTEL! NO!"

Derek began to fight against his captors, but was silenced when a large scaly fist smashed into his face, rendering him unconscious.

\\\\

Rainbow Dash paced anxiously around her tent, waiting for Twilight to arrive. The rest of the gang was with her, and they too were ready to go.

"Rainbow, calm down." Rarity said. "You pacing around won't make Twilight get here any quicker.

Rainbow was about to make a remark when Twilight entered. The purple unicorn looked around at the ponies gathered in the tent, and spoke.

"Alright, I've cleared it with the princess that we can go. Rarity, Trixie, I'll need your help. We have to follow the magical line Derek left when he teleported Scootaloo. Everyone else, be quiet. We need to concentrate."

Trixie and Rarity immediately walked over to Twilight. The three of them touched horns, and an eerie glow filled the room. A burst of light blinded everypony, and suddenly, they found themselves standing underneath an overhanging rock.

Twilight, Trixie, and Rarity all fell to their knees from the magical strain. After a few quick seconds, they stood back to their hooves. The sight before them nearly knocked them back down again.

They were in a clearing, with a forest area a few hundred paces away from where they were. In the middle of the clearing were bodies. Many were gargoyle, but a few were pony.

Only a few feet away from where the group had teleported, a few gargoyles remained. They were busy eating, and had yet to notice the group.

With frightening speed, Applejack and Rainbow Dash closed the distance between them and the gargoyles. A few powerful bucks later, and the ponies were all alone, leaving them the task of identifying the bodies.

"Oh Celestia." Rainbow Dash said as she looked down at the body the gargoyles had been eating. "It's Pastel."

Twilight walked up beside Rainbow Dash and pulled her away from Pastel's corpse.

"C'mon Rainbow. No use mourning him now. We have a job to do."

Rainbow Dash nodded, and went with her friend. Together, they went through the corpses, and quickly found the bodies of all the team members. All but one.

"I can't find Derek!" Pinkie Pie shouted over to Twilight.

"Either can I!" Twilight responded. At that moment, Applejack walked up to Twilight, a worried look on her face.

"Twi, Derek ain't here."

Twilight bit her lip, and looked around, before noticing something.

"Over there, look!"

The ponies trotted over to where Twilight was pointing, and saw what she meant. In the middle of what appeared to be drag marks lay a piece of Derek's clothing. Twilight bent down, and inspected the piece.

"It almost looks as if they captured him."

Applejack gave the unicorn a curious look.

"Twi, Ah don't think gargoyles are the types to capture."

Twilight stood back up, and motioned for the rest of the group to come over.

"I know, AJ. So why did they capture Derek? Come on, we have to follow these tracks, and find Derek."

\\\\

A small beam of light broke the darkness that filled his vision. Slowly but surely, that light expanded, and his vision began to return, as did the rest of Derek's senses. He groaned, and tried to stretch, only to find himself chained up against a stone wall.

Fear gripped his heart as Derek remembered what had happened. With a jolt, Derek looked around to see where he was.

He was in what appeared to be a damp cave. Only a few feet away from him stood a couple of gargoyles, including the headdress wearing one. The moment they realized he was awake, they began to move towards him.

"What are you doing?" Derek breathed.

He tried to reach out to them with his magic, but found that he could not. He looked down, and saw that around his neck was a medallion with a part of the anti-magic gem inside of it.

Derek looked back up, only to reel back a bit when he saw the headdress gargoyle face mere inches from his own. After taking a few deep breathes, Derek began to notice a few differences in this gargoyle besides the headdress.

It appeared to have no eyes, only black holes were the eyes should be. A strange, black aura shimmered around this gargoyle, filling Derek with a sense of dread.

The gargoyle stared at Derek for a moment, when it suddenly jerked. Its head twisted around as its body convulsed, and the strange black aura that surrounded it snaked towards Derek. The body of the headdress gargoyle fell to the ground, dead.

The aura brushed up against Derek's face, and at that moment, he knew what it was.

"No..." he muttered, his voice trembling with terror.

"No NO NO!"

The aura plunged itself directly into Derek's head. Derek's body began to spasm as he let loose a tortured scream of pain. The cave wall cracked as he struggled, but to no avail. Moments later, the screaming stopped.

He hung loosely against the cave wall, before lifting his head. His eyes were pure black, and his face bore a disturbing grimace.

"_Release me."_ He hissed in a strange tongue.

The gargoyles complied, pulling him out of the restraints, and lifting the medallion off of him. With a raspy breath, he looked around the room, and laughed. The one formerly known as Derek, for he was no longer controlling the body, raised its hand, and released a wave of magic. Every gargoyle in the room fell down, dead.

The thing frowned. It had meant to vaporize the gargoyles, but it couldn't muster enough magic to do so. It tried again, but still, no vaporization. The thing shrugged, as if to say _Ill deal with this later_, and walked on out of the cave. It looked out over Equestria, the land that it wanted to kill, and roared.

For the first time in a millennia, The Darkness was in a physical form. _And it liked it._

\\\\

Derek opened his eyes. He shot up, and looked around, trying to get a sense of where he was. His question was quickly answered.

All around him, smoking skyscrapers filled his vision. In the distance, The Celestia State Building was burning, and the sounds of battle filled his ears. A feeling of _déjà vu _filled Derek, who looked up into the sky, and straight at the sun. What he saw chilled him.

Where the sun should have been, there was only a round, strange circle. This circle appeared to be showing a movie of some sort, at least, that's what Derek thought. Then he remembered.

_The gargoyles, the Darkness…oh shit._

Derek looked once more at the circle, now knowing that it was what his physical body, now invaded by the Darkness, was seeing now. Derek clenched his fists in anger, before an explosion knocked him down.

He quickly found cover, before another realization hit him.

_I know this! I remember this!_

Derek's heart sank as he thought this. His body was no longer his, while he was stuck inside his mind, and in turn, his own personal hell:

Manehattan.

\\\\

_Thanks for reading! Review please! Also, HAIL QUEEN DERPY!_


	4. Chapter 4

**Chapter 4**

_Man, inspiration is everywhere when you're high. Enjoy!_

Twilight Sparkle led her friends as they followed the gargoyle tracks. Celestia's sun shone down on their backs, and a slight breeze made its way through the trees. Despite the pleasant weather, things were as tense as they had ever been.

_What could the gargoyles want with Derek? _Twilight thought as she walked along. _Why didn't they just kill him like the others? _

Meanwhile, Rainbow Dash, only a few paces behind Twilight, was having similarly conflicted thoughts.

_I've never seen gargoyles take prisoners. Oh Celestia, what are they doing to him? _

A soft nudge in her side got Rainbow Dash's attention. Turning her head, she saw Pinkie giving her a concerned look.

"You okay?" the pink pony asked, her voice surprisingly soft.

Rainbow nodded, though her mouth remained shut. Pinkie wasn't satisfied however.

"You don't look okay. You look like you could use a hug."

Rainbow's eyes looked directly into Pinkies, and her will gave out. With a sigh, she allowed Pinkie to wrap her arms around her, and let herself slip into the embrace. Rainbow wasn't quite sure how they managed to keep walking during the hug, but since she was hugging Pinkie, Rainbow didn't try and think about it to much. Physics never did seem to apply to the pink earth pony.

After breaking off the embrace, Rainbow stayed close to Pinkie. The two walked silently for a minute or two, before Pinkie asked again.

"Are you thinking about him?"

Rainbow Dash rolled her eyes. "Duh! Of course I'm thinking about him! There is nothing else to think about at this moment!"

Pinkie raised her eyebrows suggestively. "Oh, that's not true! I can think of one more thing to think about!"

"And what exactly is that one thing?" 

Pinkie gave a low, almost hollow laugh. "What I'm going to do to the gargoyles that took Derek once we find them."

Rainbow stared as Pinkie gave a wink and walked over to converse with Fluttershy. After going through Pinkie's words a few times over, Rainbow had only one thought.

_Remind me to never piss her off. Ever._

\\\\ 

The Darkness flew through the air, enjoying the powerful wind gusts that his wings created. It had gained a little more control over the magic, but it still felt as though it was cut off somehow. The Darkness was slightly bothered by that matter, sending a feeling of bloodlust through its veins.

The Darkness brooded over why it couldn't control all of its newfound magic for some time. It came out of its self induced trance, however, the moment it saw the ponies Realizing that it must have flown into pony territory, the Darkness stopped and began to hover.

It watched the herd of ponies with a keen eye. Quickly deducing that this was a squad of about 30 earth ponies that were probably on patrol duty, a sick smile played out on its lips. With an evil growl, the Darkness dove.

The ponies never saw it coming. By the time they realized that they were being attacked, the Darkness had already ripped through four ponies. It moved quickly and viciously; each movement resulted in blood sprays and screams of agony.

A brave stallion attempted to stand toe to toe and fight, but with a snap of the tendrils that extended from its wrist, the Darkness watched the pony's head fly off. Another tried to stab the Darkness in the back, and received a powerful kick that snapped its neck as a result.

Finally, after mere minutes of fighting, only one pony remained. It was a young stallion, barely old enough to pass the age requirements of the army. He stared up at the blood soaked Darkness, and his eyes widened.

The Darkness began to walk towards the last pony. The tendrils retracted as the Darkness focused its magic into pure strength. It wanted to _feel _this one.

The stallion took a deep breath, and with a scream, leapt at the Darkness. His sword, retractable blade which was magically bolted to his right foreleg armor, swung at the Darkness, who didn't blink. Reaching out, the Darkness caught the blade with one hand, halting the stallion.

"Oh shit." He breathed as the Darkness looked down in him.

The Darkness ripped the sword from the armor, and threw it off to the side. It then lifted the stallion of its hooves by the neck, and plunged two of its fingers into his neck. The stallion's screams were gargled and unintelligible.

The Darkness then withdrew its fingers, through the stallion onto the ground, and then proceeded to rip his stomach open. After a few more agonizing seconds, the screaming ceased.

Standing up to its full height, the now blood caked Darkness surveyed the damage with satisfaction. Everywhere, the mutilated and mauled bodies of the squad lay. Blood was beginning to seep into the ground, and the scent of death was in the air.

The Darkness grinned evilly once more, and then took off into the air.

\\\\

"Hello?" Twilight shouted into the cave.

The six ponies stared into the dark, damp opening in the side of a cliff. They gargoyle tracks they had been following had led them here, and now, every pony there was feeling the tenseness of the situation. Twilight's shout didn't help either.

"For Celestia's sake Twi!" Applejack said as Twilight's call echoed around the cave walls.

"Sorry." Twilight responded sheepishly.

"Are…are we going in there?" Fluttershy stammered.

Twilight nodded, causing Fluttershy to let out a shivering breath. With a sigh, Twilight turned to face her companions.

"Alright everypony. Let's go."

The group set off into the cave. As it turned out, the cave wasn't all that big, as the further in they went, the more narrow the passage got. Eventually, they reached a turn in the path. The moment they rounded it, they all stopped.

Directly in front of them was a wall of rock that went from the floor to the ceiling. Splayed out in front of the wall were the corpses of a few gargoyles, including one that was almost nothing but bone, and wore a headdress. However, it wasn't the wall that held their attention. It was the bloody chains attached to the wall that surprised them.

"Oh Celestia." Rarity whispered at the sight.

Twilight slowly approached the chains, her eyes scanning them over. A small piece of cloth stuck to one of the chains caught her attention. Picking it up with her magic, Twilight slowly rotated the cloth, feeling it with her mind. A familiar presence was attached to the cloth.

"Derek." Twilight said suddenly. "Derek was here!"

"He was?" Rainbow asked, excitement in her voice. "Well where is he now? C'mon, we have to go look for him, he can't be too far away!"

"Wait." Twilight said softly. "There's another presence attached to this. I've felt it before, but I can't place it….Oh no."

Twilights eyes widened with horror, and she allowed the cloth to drop to the cave floor.

"What?" Rainbow asked. "What is it?"

"The Darkness was here too." Twilight whispered, her eyes wide with terror. Rainbow opened her mouth but no words came out. Surprisingly, Fluttershy was the one who spoke.

"Is it still here?"

The reply came not from Twilight, but from the above

"No, but its minions just came back, so I would either leave or get ready to fight if I were you."

Looking up, the six ponies saw Discord, the god of chaos, floating above their heads. He wore a gleeful smile, though his once cartoonish features were fading, leaving behind a more vicious and terrifying image.

"Discord! How long have you been there, and why aren't you in Seaddle like you're supposed to be?"

Discord gave a short laugh. "Oh come now, Twilight, is that anyway to treat an old friend? I've only been up here for a few seconds, and the only reason I'm here is because Seaddle no longer requires my services, and Celestia wanted me to find you and help. So here I am."

Twilight glared at Discord, who in return just smiled back.

"You say there are gargoyles coming?" Twilight asked.

Discord nodded. "In fact, they're probably just reaching the entrance to the cave right now!"

Twilight nodded, her mind already working up a plan. Only a few seconds passed before she knew what to do.

"Okay, here's what's going to happen. Discord, I want you to track Derek. I know you can feel his magical presence, so use that. The rest of us are going to report back to Celestia. We'll go from there."

Discord's face dropped a bit, and he let out a whimper. "Why do I have to track Derek? You can do it just as well as I can!"

Twilight sighed as she and the rest of her friends began to group together for the teleport. Picking up the cloth, Twilight looked at Discord.

"You're more expendable than I am. Besides, I'm letting you do whatever you want to those gargoyles that are approaching."

The last thing Twilight saw as she teleported away was Discord's sickening smile as the gargoyles rounded the corner.

\\\\

Princess Celestia smiled the moment she felt Twilight's presence return to the camp. Her student's magical presence had always soothed her, and today was no different. Deciding to let Twilight come to her, Celestia took a sip of her tea and waited.

The tent flap opened up, and Celestia turned her head to greet Twilight Sparkle. Her words of welcome stopped when she saw Twilight's expression.

"Princess Celestia!" Twilight said, running up to her teacher.

Celestia noted the worry that was evident in her student's voice and face, and came to the conclusion that something was right.

"What happened? Did you find Derek?"

Twilight shook her head. "We found the rest of the team though. They're all dead. We followed some gargoyle tracks to a cave, where we found this."

Twilight held up the cloth for Celestia to see. The princess took it from Twilight's grasp, and began to feel it over with her magic.

"This is Derek's." she muttered softly. "But…there's something else…"

Celestia's face scrunched up in concentration as she her mind worked to identify the second magical presence that was left on the cloth. It didn't take long.

"Oh dear." She said, as her eyes widened with shock.

Twilight nodded, and took the cloth from Celestia's magical grasp. Still in some slight shock, Celestia sat down hard as she worked over the situation in her mind. After a minute, she spoke.

"I assume you sent Discord after Derek, correct?"

Twilight nodded again.

"Alright, good. Come with me, I need to speak to my sister."

Celestia stood back up to her full height, and began to walk out of the tent. Twilight followed as asked, and was joined by her friends when the stepped outside. A few ponies tried to come up and talk, but they were immediately put off by the expression on Celestia's face.

The princess rounded a corner, and headed straight into a large, white tent used for battle strategizing. After a brief hesitation, they followed her. Once inside, they found Princess Celestia already getting Luna up to date.

"Oh my." Luna said once Celestia had finished.

"Yes, I know. Discord is currently tracking Derek, though if something has happened, I'm not sure Discord will be able to handle himself, given his current state."

A cough interrupted Celestia. Looking over, she saw Trixie stepping forward to address, which was somewhat surprising given that Trixie had been nearly mute ever since they had rescued her from the gargoyles.

"Princess, I'll be honest, I have no clue what is going on, but whatever it is, Discord can probably take care of it. After all, he is the God of Chaos."

Celestia had to stop herself from rolling her eyes. _You never told them_ she thought to herself. With a sigh, Princess Celestia addressed the entire group.

"What I'm about to tell you remains in this room. Luna and I have been draining Discord's power. I never told you this information before because I was afraid Discord could read your minds, but he no longer has this power."

A brief silence filled the room. Celestia looked around at each of the ponies gathered before her, and saw eyes filled with shock and confusion. Once again, Trixie spoke.

"But Princess! I thought Discord was an ally!"

Celestia waved her hoof through the air, silencing the blue unicorn.

"First off, I've told you all before to stop calling me 'Princess', we're all well past the need for formalities. Secondly, while Discord is an ally, it is only temporary. Discord gains power through chaos, and there is no greater chaos than war. If I were to let him go unrestrained, I have no doubt that when we beat the Darkness, he would instantly turn on me, and I will not allow for another war to break out right after we end one. Discord still is powerful, but he is no where near full strength, and I plan on keeping it that way."

Trixie took a small step back, but Rainbow stepped up to take her place. The headstrong pegasus opened her mouth to speak, but Celestia had had enough. She waved her hoof again, and cut Rainbow off.

"Before any of you complain about this action, know this: A world ruled by Discord is a world ruled by cruelty. He takes glee in slaughter and torture; it is a bloody, violent world, believe me, I was there. The only reason I allowed him to join us as an ally is because we are faced with annihilation. I will not change my tactic with Discord so don't bother trying. Besides, we have bigger issues than that damned draconequus."

Rainbow bowed her head slightly, and fell back with the others. Celestia looked around at them again, and then began to discuss what they would do when they found Derek. As Rainbow Dash listened, she started to wonder where Discord was now.

\\\\

Discord, the God of Chaos, watched the last remaining human from afar. Derek had been making his way further and further into pony territory, and a rather large following of gargoyles now accompanied him. So far, as far as Discord could tell, the only ponies Derek had killed so far were the squad ponies, but that could quickly change.

Discord laughed a little at the thought of the slaughter he had come upon after starting his pursuit. It almost reminded him of what he had done to ponies on a daily basis all those years ago, when he ruled the land. _Ahh, what I would give to kill ponies again. If only this Darkness fellow didn't want to kill all life…_

Derek in the meantime, was busy barking orders to the gargoyles in a strange language. Discord wasn't sure what had happened to the human, as he looked the same, save for what seemed to be a black aura radiating from his body. Suddenly, Derek froze. Discord, who was currently invisible and hidden in the leaves of a tree, watched carefully.

Derek turned his head slowly in Discord's direction. After staring that way for a few seconds, Derek suddenly folded up his wings and dropped from view.

Discord straightened himself out to try and see where he went. In his haste, he bumped up against some of the branches, rattling them. Discord quickly silenced the leaves, but it as too late. Derek immediately reappeared, and began flying straight at Discord at a breakneck speed.

Discord, realizing that he was discovered, abandoned his camouflage, and slithered out into the air. His magic coursed through his veins, and an evil smile broke out on his face.

"You want to play, do you? Oh goody, I haven't had a good fight for well over a thousand years!"

The God of Chaos waited. When he deemed Derek close enough, he began to store up a ball of energy in his fist. Derek either didn't notice, or he didn't care, as he kept flying straight at Discord. The moment the human was within reach, Discord fired.

Derek took the bolt of energy straight on. A small explosion rattled through the air, and Derek disappeared into a cloud of smoke. Discord paused, and then smiled.

"Well that was easier than I-"

He never got to finish. Suddenly, Derek shot from the smoke and rammed into Discord with the force of a train. The two flew through the air, and slammed up against a tree. Blood shot from Discord's mouth at the impact, and his vision was blurred.

Out of the corner of his eye, Discord saw Derek raise up a magically clawed hand and swing it. Discord ducked under the hand, but was showered in bark when the hand hit the tree.

Escaping Derek's reach, Discord looked over and saw the tree collapse, sending a slight burst of fear through him. _I underestimated him _Discord thought, before dodging the part of the tree that Derek threw at him.

Pulling up, Discord unleashed a few more magical volleys, but they were as useless as his first. Derek merely brushed them aside, and began to ascend towards Discord.

_Damn you Celestia! _Discord thought as he realized that his magic was useless in this fight. The pain from Derek's first blow was starting to set in, and Discord was already having trouble staying in the air. He gave a pained sigh as Derek came within striking distance, before launching himself at the human.

Discord ducked under a right hook by Derek, and raked his ribs with razor sharp claws. Discord then extended his long neck, and bit down onto Derek's neck. Blood seeped into his mouth, and Discord began to feel hope that he could win this thing.

A sharp pain hit him in the stomach. Releasing Derek and looking down, Discord saw Derek's right hand stabbed into his side. Immediately, Discord felt the presence of his foe, and he knew it was not Derek. _Shit _he thought, before the left hand slammed Discord in his neck.

The impact sent Discord flying once more. The draconequus spun through the air, screaming in pain. He hit a large rock, bounced a few times, and came to a stop. Groaning, Discord attempted to stand up, but quickly collapsed. His eyes closed, and he lay there, panting heavily. The sound of something landing forced him to open them again.

To his left stood his enemy. Discord watched as he approached, tendrils that extended from the wrist dragging along the ground. Discord, despite the situation, started laughing.

"I have to admit, I didn't see possession coming!" He chocked out as blood dripped down his neck.

"I thought the great and mighty Darkness would be above that, but hey, whatever gets you going!"

Discord starting wheezing in a mix of pain and laughter. The Darkness now stood mere inches away from Discord, who could now really feel the evil that inhabited the body.

"Let me guess, though, you don't have control over all that magic inside! Derek never did either, but you have even less than he did! That's pretty sad for a destroyer of worlds! Ha Ha!"

The Darkness was finished with Discord. Raising its tendrils, it stared at the laughing draconequus, before sharply bring them down at Discord's neck.

They never connected. Right before Discord was decapitated, he disappeared with a flash of light. The tendrils sliced harmlessly through the ground where he had been.

The Darkness cocked in a brief display of confusion. It stood there, staring at where Discord had been. Then, as if nothing had ever happened, it flew back into the air, and rejoined the gargoyles.

\\\\\

Discord winked back into existence in another flash of light. He remained suspended in air for half a second, before crashing down onto a wooden table. His vision turned red with pain, and he could feel blood cascading down from his body.

Discord managed to lift his head up and look around. He was greeted by the surprised look of Princess Celestia, Princess Luna, and Twilight Sparkle and her friends. Spike also stuck his head in the tent to see what all the commotion was. His jaw nearly hit the floor. Discord grunted, and turned his head so that he was looking directly at Celestia.

"So good to see you again, Celestia." His normally edged voice was strained. "I was hoping that was your magic signature I latched onto!"

"Discord…" The princess' voice was shaky. "What happened?"

Once again, Discord found himself laughing despite the pain. He propped himself up, and leaned close to Celestia's ear.

"I found Derek!" he whispered. "But he isn't Derek anymore!"

Discord began to laugh gleefully. He fell back down, laughing insanely as he went. The laughs quickly became coughs, however, and within a few seconds, Discord was unconscious.

Celestia stared at the broken draconequus. Her mind replayed what he had said over and over again. Suddenly, she snapped to attention. Walking calmly, she stepped over Discords unconscious form, and exited the tent.

Celestia stepped outside, and took a deep breath. Her wings flared out, and she shot into the air. With a few powerful flaps, she gained altitude, and began to soar. Celestia didn't know how long she flew for, but she eventually found herself sitting under a tree on a hill overlooking a large valley. Celestia allowed herself a smile; the view was gorgeous.

As expected, she was soon joined. A flash of magic alerted her to their presence. Celestia smiled sadly. _Twilight always has her friends with her._

The princess didn't need to turn around. Twilight Sparkle came up beside Celestia, and sat down. Celestia barely acknowledged her student, and kept her gaze on the valley.

"Princess, what did Discord say?" Twilight asked softly.

Princess Celestia felt tears beginning to slip from her eyes. She blinked a few times, and finally looked over at Twilight.

"Don't you see?" The princess asked. "It was so obvious."

Twilight frowned. "What was?"

Celestia gazed directly into her students eyes. _What pretty eyes _she thought.

"Why the gargoyles took Derek. What they did with him! We felt his presence on the cloth, and we felt _**its **_presence!"

Rainbow Dash stepped up beside Twilight. The rainbow maned pegasus look disturbed, and Celestia could see the fear in her eyes.

"Princess…what are you saying?" Rainbow asked.

Celestia sniffed a few times, and looked around at the whole group.

"I'm so sorry." She whispered as her gaze returned to the valley. "The Darkness has possessed Derek. It's the only explanation."

Silence took over. Rainbow Dash's mouth moved wordlessly, while Twilight Sparkle simply sat there, stunned. Celestia stared out at the vast valley before her, tears streaming down her face.

"I'm so very sorry." She whispered into the air.

\\\\

Derek remained silent as he stared at the city. His mind still was working through the situation. He took a few steps forward, and blinked.

When his eyes opened, he was running through the streets of Manehatten. In front of him, he could see Rainbow Dash running as well, as her wing was twisted at an odd angle.

"_Gargoyle got me as I was taking off._" He remembered her telling him.

"Oh god this can't be happening again!" He yelled out, but no one paid any attention.

A gargoyle burst from the side of a building, and flew right at Derek. Without thinking, he swung at the beast, and sliced it in half with his tendrils. Suddenly, he was running again.

"What the- No! Stop running!" he screamed to himself, but his legs continued to move. It was as if he was following a set course, and he couldn't change it.

"Alright, alright, calm down and think!" Derek said, as his body jumped over a pile of rubble and took out a gargoyle.

"You've lived this before, so you know what's coming up!"

An explosion tore through a building a few blocks away. The building began to collapse, and the street began to crack. Derek recognized the event. He knew what was next.

"Oh shit no! OH SHI-"

His scream was cut off as the street collapsed. Derek's body was tossed around like a rag doll, before landing hard on a metal bar. The sound of more collapsing buildings filled his ears, and he was buried in dust and rubble.

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_Took a while I know, but ah well its out now. Please review! And thanks for reading the chapter! _


	5. Chapter 5

**Chapter 5**

_ No new episode? Perfect time to write! _

_Beep._

_Beep._

Discord's eyes slowly began to crack open. His twitched as they picked up the annoying sound that filled them. With a groan, he tried to sit up, only to realize that he was strapped down to the bed.

"Oh what the hell?" he moaned weakly.

Discord scratched at his arm, only to find multiple wires and tubes sticking out of it. A few of the wires ran back up to a large machine that stood by his bedside. It was this machine that was making the annoying noise.

Discord snarled in irritation, and with a sudden burst of energy, he slammed his fist into the machine. The beeping ceased. He then ripped the tubes and wires from his arm and stood up. He immediately regretted his decision.

"OH FUCK!"

Discord cried out in pain, and fell to the floor, clutching his side. His fingers felt a wet bandage wrapped around his side, and he pounded the ground as his side throbbed, creating a hole. After a few seconds, the pain subsided, and Discord managed to get a look around.

He was in a large tent with a grass floor. There were a few empty beds, a couple of machines identical to the one he had smashed, and a few carts of medical supplies.

_Infirmary _Discord thought.

Grabbing onto the bed, Discord hauled himself back up. He steadied himself, but didn't try and walk. A few seconds later, the tent flap flew open, and Celestia walked in.

"Hello Discord. Nice to see that you're up."

He grimaced, but said nothing. Celestia kept talking.

"From your very loud choice of words, I can tell you've rediscovered your injuries."

Discord nodded. "On that subject, Celestia, exactly why aren't I healed? I know you've got plenty of able unicorns in this camp."

She smiled pleasantly. "Oh don't you remember Discord? You can't heal magically induced injuries! That was one of our first lessons we learned all those years ago!"

"Believe me, Celestia, I remember. Your damned father drilled those lessons into our brains. But these injuries aren't magically induced. Quite the opposite in fact."

Celestia kept her smile as she approached Discord. She bent over to inspect the bandage, and tucked at its soaked state. Sighing, she stood back to her full height, and looked Discord in the eye.

"Discord, believe me, when something beats you as hard as it did, there's magic involved. Even if you two just traded punches, remember, Derek, or whatever he is now, is one of the most magical beings in Equestria."

Discord nodded solemnly, but then perked up as he remembered something.

"Ah, but Celestia, that reminds me! I noticed something when I was fighting the Darkness!"

Celestia's face brightened with curiosity.

"Yes? What is it?"

"The Darkness doesn't have full control of Derek's magic! Even less than Derek ever had!"

Celestia stared at the draconequus.

"And you know this how?"

Discord lowered his gaze to Celestia, until his were looking directly into hers.

"Because he didn't kill me with it. He was forced to do physical combat with me."

Celestia appeared taken back. Her eyes widened, and she took a step back to look Discord over again.

"And he still managed to do that to you?"

Discord's gaze became menacing. He glowered at Celestia, who took another step back, somewhat surprised at the suddenly hostile Discord.

"Yes, and I suppose I have you to thank for that, _don't I?_"

His sharp words stung Celestia. She looked away from him, and sat down on the ground. Silence filled the tent, as both occupants remained still. Discord began to fiddle with his bandages, when Celestia spoke again.

"When did you find out that I was draining your power?"

He looked up at the white alicorn. Her face was hard and unreadable, though Discord thought he saw a glimmer of fear in her eyes.

"Right around when I was getting my ass handed to me. I'd known something was wrong for a while, but I'd just thought it was the Darkness that was causing it. During the fight, I tried and grab some of my magic, and that's when I found you and your sister's magical signature."

Celestia looked down, and Discord could see the confliction on her features.

"I don't blame you; I'd have done the same! Trying to get rid of the competition is a smart move Celestia, and believe me when I say you and Luna did some marvelous magic on me! Hell, the more I look, the more I see how you're becoming like me!"

Celestia flew the air faster than Discord had ever seen her move. Her face stopped a mere inch from his own, giving him a clear view at the fury in her eyes.

"I. Am. NOTHING. Like. You."

Discord smirked.

"Oh please, Celestia, don't even try to pretend. You're following the same path I went down! History is practically repeating itself!"

Celestia growled at Discord.

"History is repeating itself? I'm fighting a war for the safety of Equestria! You waged war on Equestria! Nothing is similar!

"War, no matter the reason, is still war Celestia. Who knows how painless it would have been to just simply let the Darkness whisk us out of existence? I can assure you it wouldn't have been as painful as the destruction that has come over the land! The point is that everypony is suffering, just like they were when I was waging war."

Celestia took a step back, but she did not back down. Her wings flared out, and her stance was wide and powerful.

"Life is too important to just let it slip away and die, Discord! Three years ago, at the start of this thing, you agreed with me!"

"The only reason I agreed to help you Celestia is so that I could once again rule over Equestria. But now, even I can see how much of a mistake it was to try and fight this thing. We cant win Celestia. Even with the Darkness hurt, and unable to use all of Derek's magic, we cant win. Even if I was at full power, we couldn't win."

Celestia slowly backed away from Discord, and towards the tent flap. Her face was filled with pity and disgust.

"I can't believe this. There was a time when you wouldn't let anypony stand in your way, but now? You get beaten badly and so you decide to just give up? Where's the God of Chaos? Where's the real Discord?"

"I am the real Discord. It's just that now, the loud, screaming voice in my head that tells me to kill everypony I see has a new friend that tells me we're doomed."

When Celestia remained silent, Discord pressed on.

"Face it Celestia. You've never had a taste for war. Yes, you did some violent things after you banished Luna, but that was out of anger and grief. We were barely holding on as it is, and without Derek, it pretty much guarantees that we're fucked."

Celestia narrowed her eyes at Discord, and she advanced upon him once again.

"If you remember, I led the revolution that dethroned you, and if that war wasn't long and hard than I don't know what is."

Discord snorted. "Oh please, Celestia. Luna was the driving force behind the revolution! She always had a mind for battle strategy and such; you'll never know the pride I felt when I turned her."

A long, stunned silence rang through the air. Discord kept his eyes trained on the face of Celestia, watching as she tried to comprehend what he had just said.

"Turned her?"

Discord grinned. "Haven't you ever wondered how Nightmare Moon came to be?"

"But-but how?" Celestia stammered.

"It happened during that final battle, in Canterlot. I knocked you out briefly, and was left to fight her. I was drained, and I knew that you two were going to beat me, so I used what magic I had left on her. Created a spark of mistrust, of hate; of _discord._ Sure, it took awhile for her to fully bloom into the flower I wanted, but when she did, it was beautiful!"

Celestia's mouth moved, but no words came out. Her eyes, conflicted wet orbs, scanned Discord up and down. Eventually, she turned and ran out of the tent, leaving Discord alone.

He laughed once she was gone. He lifted himself back onto the bed, and sank into the pillow with a satisfied sigh. A little bit of power trickled into his system, and Discord smiled.

"Nothing like a little bit of chaos to fix you up." He muttered happily as he let himself back to sleep.

\\\\

Twilight Sparkle sat quietly outside her tent, eating a plate of daisies. She chewed slowly, as she was deep in thought. Nopony even had to ask what was causing this state of thoughtfulness at this point. It had been nearly three days since Discord had returned, and so far, Twilight had done little besides thinking.

In her deep concentration, she almost didn't notice Princess Celestia come running out of the medical tent, and take off into the sky. She dropped her plate to the floor as soon as the fleeing princess caught her eye, and stood up.

"What the hay?" she muttered quietly.

Twilight quickly trotted over to the medical tent, and peered inside. Discord lay on one of the bunks, sleeping quietly with a satisfied grin on his face. Twilight stared at him long and hard, before finally pulling her head out. As she turned around, she saw Rainbow Dash and Fluttershy running over to her.

"Hey! Did you see Celestia booking it out of here?" the pegasus asked.

Twilight nodded. "I have no idea why she left, but I suspect it has something to do with the only patient this medical tent has."

Fluttershy tutted at Twilight. "Now Twilight, it's not very nice to make assumptions."

Twilight and Rainbow Dash both stared at Fluttershy, who turned somewhat red.

"Fluttershy, this is Discord we're talking about. If anyone could get the Princess that upset, it'd be him."

Fluttershy nodded meekly, and remained silent. Twilight sighed, and then resumed talking.

"Alright, Rainbow, come with me. We're going to go find her. Fluttershy, go tell the others where we're going. We'll be back by tonight."

Fluttershy nodded, and ran off to find the others, while Rainbow Dash and Twilight started walking in the direction that Celestia had gone.

"Rainbow, I'm going to need you to be up in the sky looking for her. Don't go too far away from me; we don't need to get separated."

Rainbow Dash nodded, and launched herself into the sky. A few seconds later, she hovered a few hundred feet above Twilights head. With a sigh, Twilight began walking, and was quickly swallowed up by the forest. Soon, the sounds of the camp faded, and the only sound to be heard was the rustling of the wind through the trees, and the occasional flap of Rainbow's wings.

The sudden silence gave Twilight even more time to think.

_What could have possibly caused Celestia to run off like that? Did Discord say something? Did she find something else out about Derek? If she did, than what could it be, and how could it be so bad as to make her leave?_

Twilight's mind was a whirring machine, constantly trying to find a solution. She became so enamored with trying to figure out what had caused the Celestia's departure, that eventually her body was running on autopilot.

"TWILIGHT!"

Rainbow Dash's urgent cry startled Twilight out of her thoughts. The unicorn whirled around, and saw Rainbow hovering only a few inches away.

"Finally!" Rainbow rolled her eyes.

Twilight attempted to speak, but Rainbow placed her hoof firmly against Twilight's mouth, silencing her. The cyan pegasus then pointed to a small clearing in the trees.

"She's up there."

Twilight turned to where Rainbow was pointing, and saw the princess sitting down on a rock, facing away from them. With a nod, Twilight began to quietly advance towards Celestia, for she did not want to startle the princess when she was in such a disturbed state.

"Princess?" Twilight whispered once Celestia was in earshot. There was no response, so Twilight tried again.

"Celestia? It's me, Twilight."

Celestia's ears twitched. The white alicorn shifted her neck slightly, allowing Twilight to see her tear-dampened muzzle. Celestia opened one of her closed eyes, and smiled at Twilight.

"Hello Twilight Sparkle."

Twilight wordlessly sat down beside Celestia, who resumed staring vacantly out into the distance. After a time, Twilight spoke.

"What happened?"

Celestia bowed her head, and Twilight swore she could see tears dripping onto the ground. In the past couple of days, Twilight had seen a different side of the princess; a vulnerable side; a side that very few ponies could say that they have seen. It was not something Twilight enjoyed seeing.

"Discord…" Celestia muttered. "He told me."

"Told you what?"

"He told me everything. About how it was a mistake to try and fight the Darkness, about how it would've been painless to simply let it kill us. About how he turned my sister into a monster one thousand years ago."

Twilight's jaw his the floor. "He did WHAT?"

Celestia turned her head and nodded at Twilight. "That was my reaction, too. But now that I think about it, it makes sense. Luna and I were always very close, but after our final battle with Discord, she began to change. I never thought that Discord had been able to corrupt her, but he had. And because of that, I was forced to banish my sister to the moon!"

The princess rose at this. Twilight could see the anger throbbing off Celestia's body, and she almost tried to calm her down, before stopping herself. Twilight knew that the princess needed to let all this frustration out.

"That monster has taken everything from me, and yet he doesn't lie in prison or some hellish dimension for his actions! Instead, he lies in a comfortable bed at MY expense! So what if he's been of some assistance, it doesn't make up for his past actions, actions that he must pay for! I imprisoned him in stone because the survivors of the war needed to see him being punished! But now, now it's personal! I swear to you Twilight, he will pay, and pay dearly for what he did to me and to Luna!"

Celestia stood with her back facing Twilight, panting. Sweat dripped down to the ground, replacing the tears. Twilight simply stared, wide-eyed. She had never seen Celestia act this way, and it stunned her. Twilight turned her head over to the forest, and saw Rainbow Dash hovering near the tree line, wearing a similar face of shock.

A few minutes passed in silence, save for Celestia's heavy breathing. Eventually, Twilight felt the need to act. She slowly walked over to Celestia's side, and placed a hoof on her shoulder.

"Princess…" she said softly. "I can't imagine how painful what Discord did to you is. But right now, Equestria needs a leader. I need a leader. Discord will get what he deserves, but we have to deal with the Darkness first."

Celestia sighed, and faced Twilight. The unicorn smiled warmly at the princess, and continued.

"Don't let Discord get to you, okay? Chaos is what he does, and if you really want to start punishing him now, start by taking that away from him."

The two of them stood there, looking into each other for some time. Finally, as the sun began to set, Celestia spoke.

"Thank you, Twilight. I'll return back to the camp now."

Twilight nodded, and the two of them slowly set off into the forest.

\\\\

Twilight Sparkle and Celestia walked closely together, chatting quietly. Rainbow Dash hovered far above their heads, giving them room to speak. Besides, this sappy stuff didn't really suit her.

"…and then Philomena burst into flames!" Celestia finished with a laugh.

Twilight had to fight back tears, and nearly fell over a root. Her laughter was loud and mirthful, and only added to Celestia's own laughter. Slowly, the laughs died down, and Twilight decided that now was as good a time as any to ask a question that had been bugging her.

"Prin-Celestia, sorry, there's something that's been bothering me."

"Yes, Twilight?"

Twilight swallowed. "Well, it's about Discord. From the way you acted, it seemed like you knew him. Like on a personal level."

Celestia frowned at Twilight. "And how did you deduce that?"

"Well…I've never seen you get so angry before. You almost seemed betrayed."

Celestia sighed sadly. She shook out her mane, which was a little more frayed than usual, and chose her words carefully.

"Yes, I knew him. At one point, we were close friends, almost family. He, Luna and I were always going off on some adventure, or rather, misadventure."

Celestia smiled as she went back to the memories.

"He was different back then. He wasn't insane, or cruel, but rather one of the kindest creatures I had ever met. He was even appointed an honorary Knight of Equestria by my father!"

Twilight stared, fascinated. The princess' eyes clouded over as she reminisced with herself, forcing Twilight to speak.

"What happened to him?"

Celestia smiled sadly as she came back to reality.

"Not too long after he was appointed, a crisis broke out. A wizard, by the name of Eldez the Bold, lost his mind after his wife died. In his grief and insanity, he tried to summon demons. Discord, Luna, my father and I all went to try and stop him. We found him in a cave. He had already disturbed the spirits of the dead, making entrance to the cave difficult. Only Discord made it through. After about five minutes, the spirits disappeared, and we found Discord lying next to a dead Eldez. Discord never spoke of what happened, and at first he seemed alright."

Twilight was now fully engrossed. "But he wasn't" she filled in for Celestia, and the princess nodded.

"Over time, he started acting strangely. He began using magic in odd ways, and he became more and more cruel. Eventually, my father decided to inspect Discord's mind. One night, he waited until Discord was asleep, and accessed his mind."

"What did he find?"

Celestia slowly shrugged. "Nopony knows. We found him lying dead next to Discord's empty bed the next morning. We didn't hear from Discord for years. When he finally remerged, Luna and I had taken the thrown. That's when the war started."

Twilight was about to speak, when they broke through the final tree's, and the camp lay before them. Celestia turned, and looked Twilight dead in the eye.

"Say nothing of my state back in the clearing. You were right, Twilight. Equestria needs a leader. I will be that leader."

Without another word, Celestia descended into the camp, leaving Twilight to stare, awestruck. Rainbow Dash descended down, and stood alongside Twilight, equally open-mouthed.

"That's one bipolar princess we've got, huh Twilight?"

Twilight could only nod.

\\\\

Derek coughed as dust filled his lungs. He lay there for several minutes, before suddenly, the rubble was lifted off his back. Standing up, Derek looked around, and saw Rainbow Dash standing there, looking more worried than he had ever seen.

"You alright, Rainbow?" he heard his body say.

Rainbow Dash nodded. "But from the looks of it we're buried in here."

Derek was looked around, even though he knew she was correct. His mind was now in full on panic mode, for he knew what horrors awaited.

"Okay. I'm pretty sure we're in the subway system, so there has to be a way out. C'mon, let's follow the tracks."

Rainbow Dash nodded, and they set off. While his body walked, Derek tried to regain control of himself, and figure out what was going on.

_This is a memory. Obviously. And I cant change any of it, since it is a memory. Again, obvious. So what the hell do I do?_

A piercing scream echoed through the tunnel, and Derek flinched. The scream was immediately followed by a powerful roar, one that shook the walls and sent dust everywhere.

"What the hell was that?" his body asked.

Rainbow Dash also looked confused. "That didn't sound like any gargoyle I've heard." At that, she shot Derek an adventurous look. "Wanna go investigate?"

Derek's body smiled, and nodded. The two resumed walking, though at a much quicker pace.

_No! You idiots! _His mind screamed, but again, he was unheard. Another scream echoed through, but this time it was joined by a multitude of others. Derek felt his body begin to sweat, and the nervousness began to kick in.

_Great. I relive how it felt to._

The long and winding tunnel began to narrow, forcing Rainbow Dash and Derek to squeeze together. Suddenly, rocks began to rain down above their heads, and the sound of crashing still began to fill up the tunnel.

"Another collapse!" Derek shouted. "RUN!"

He and Rainbow charged through the continuingly narrow tunnel, powered by adrenaline and fear. Derek looked around everywhere for a place to escape, and saw one: a small service elevator shaft. The door to the shaft was wide open, and the elevator was gone, leaving an open pit.

"WE GOTTA JUMP!" Derek screamed over the roar. The real Derek felt the fear plunge into his heart; his wing had been injured when he had done this. Rainbow's reply was lost in the noise.

Just as the collapse caught up to them, Rainbow Dash and Derek leapt into the elevator shaft, and fell.

_SHIT! _Derek's mind screamed.

"SHIT!" Rainbow Dash and Derek's body screamed in unison.

After a surprisingly short fall, the two of them slammed into the bottom of the shaft. Without hesitating, Derek's body grabbed onto Rainbow Dash and busted through the closed elevator door, and threw them both out of the shaft. A second later, tons of debris buried where they had just been.

"Damn." Rainbow panted, a pained expression on her face.

"Yeah." Derek replied.

Another roar filled their ears, only this time, it was much closer. Derek and Rainbow both looked at each other and nodded. They stood up, and began heading in the direction of the roar.

_Please god no!_

The two walked through the winding hallways of the service tunnels. Catwalks and wiring mechanisms were all they saw in the dimly lit area, and both of them felt a slight twang of fear. As they passed by a bolted shut door, another roar sounded.

Derek paused, and looked over at the door. He motioned for Rainbow Dash, who trotted up and put her ear up against it. She waited for a few seconds, then pulled back and nodded.

"What ever it is, it's in there."

"Stand back."

Rainbow Dash moved away from the door, and Derek swung his leg at it. The door flew free of its hinges, and clanged to the floor. Rainbow and Derek walked through the opening.

_Oh god this can't be happening again!_

The two of them followed a long, straight, dimly lit passage. A low humming filled their ears, as did the sound of movement. _Lots _of movement.

As they walked, the light got brighter and brighter. Eventually, they reached the end of the passageway.

The passageway opened up into a massive cavern, one that obviously wasn't supposed to be there. Hordes of gargoyles crawled up and down the massive walls, and a few mammoth sized ones sat on the floor. Derek had never seen beasts of that size, but the gargoyles didn't hold his attention for long.

High above their heads, floating in the very center of the cavern, a huge purple and white vortex sat. Every now and then, there would be a small pop, and a gargoyle would shoot out of the vortex.

"A gargoyle portal…." Derek breathed.

Rainbow nodded, though she was distracted by the gargantuan gargoyles.

"What are those things anyway?"

Derek could only shrug, though he didn't take his eyes off the vortex. Suddenly, he felt Rainbow Dash stiffen next to him. He looked back down, and saw every pair of gargoyle eyes staring at them.

_Oh god…oh god…_

"Rainbow?"

"Yes Derek?"

"I think now would be a good time to leave."

At that moment, every gargoyle in the cavern let out a horrible scream, and launched at Derek and Rainbow Dash. Meanwhile, the real Derek, trapped inside his body, could only watch as he experienced the horror.

For the second time.

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_Thanks for reading guys! Please review and all that good stuff, it helps me know if I'm doing well or totally sucking _


	6. Chapter 6

**Chapter 6**

_Crazy Twilight is best Twilight, but RD is still best pony _

Discord hummed happily as he lay in bed. He made small fireworks explode in front of him, though his mind was definitely on other matters.

_I wonder if Celestia cried. _He thought. _Ooh, I wonder if she'll go into a fit of rage and kill somepony! Oh that would be rich!_

Discord began laughing, though doing so caused his injured side to hurt. Eventually, his guffaws died down, and he was back to mindlessly exploding fireworks. Suddenly, the tent flap flew open, and Princess Celestia stormed in. Her eyes were locked on Discord, and he could see the fire in them.

"Oh Celestia, so good of you to come back, I was worried that I GAAHK!"

Discord's taunt was cut short as Celestia grabbed his throat with magic, and squeezed tight. His limbs began to thrash about, while his eyes widened, and started watering. Celestia merely stared at him for a few seconds, before freezing his movements with more magic. She then leaned in close, and whispered softly into his ear.

"Listen Discord, and listen well. The only reason that I haven't popped your head like a zit is because you are of some assistance. But know this. Your past crimes shall not go unpunished. You dethroned my sister and I, waged war on Equestria, and turned my sister into a monster! Us taking back the rule and turning you into stone was nothing. I will make sure that when this war is over, you shall pay, no matter what."

Celestia pulled away from Discord, and after a brief hesitation, released him from her hold. He fell back into the bed, gasping and holding his throat. Celestia smiled at Discord, before turning and walking towards the tent flap.

"You…you psychotic bitch!" Discord gasped, just as Celestia was leaving.

The alicorn paused. She turned, and faced Discord once more.

"Oh, and one more thing Discord. If you ever address me as anything other than Princess or Ma'am, I will drain every last drop of magic you have from you, tie you up, stick a pineapple up your ass, use you as a training dummy for everything, and then hand you over to the Darkness and let it do whatever it wants to you. Are we clear?"

Discord smiled. "Why don't you go GHAK!"

For the second time, Discord felt Celestia's magic crush his throat. The princess' eyes narrowed, but the smile remained on her lips.

"Are we clear, Discord?"

Discord closed his eyes in pain. "Yes."

"Yes what?"

"Yes _princess."_

Celestia released Discord, and immediately left the tent. Discord again fell back into his bed, gasping for air. The draconequus rolled over on his side, and stared at the side of the tent. A few minutes passed, before he finally mustered up the courage to say something, just to himself.

"Damn."

\\\\

Rainbow Dash trotted through the camp, looking for Scootaloo. Her eyes scanned back and forth, looking for the young pegasus in the crowd. Ever since Derek had saved Scootaloo's life by teleporting her away, she had been down. Scootaloo, for one reason or another, blamed herself for what happened to Derek, and Rainbow decided that it was time to get her mind off of it.

Rainbow Dash spotted Scootaloo sitting on the grass under a tree, away from everypony else. With a flap of her wings, Rainbow Dash flew over to the downtrodden pegasus, and landed softly by her side.

"Hey squirt!" Rainbow Dash said affectionately. "What's up?"

Scootaloo shook her head sadly. "Not much, Rainbow."

Rainbow Dash waited for more to be said, but nothing else followed. With a shrug, Rainbow bumped Scootaloo on the shoulder.

"Wanna race?"

Scootaloo gave Rainbow an incredulous look. "Race?"

Rainbow Dash nodded enthusiastically, which only made Scootaloo look at her weirder.

"You want to race at a time like this? Doesn't that seem a little stupid?"

Rainbow's ears drooped a little, but she still pressed on. _Scootaloo needs this! _She thought. With a determined look, Rainbow shot up into the air, causing Scootaloo to jerk her head back.

"Racing? Stupid?" Rainbow cried out. "Racing keeps your reflexes sharp, your physical strength and speed up, and it helps your agility! Plus…" Rainbow zoomed in, and pressed her face up against Scootaloo's.

"…We've raced five times before, and you still haven't beaten me!"

Rainbow knew that last bit had done it. She could see the competitive fire build up in Scootaloo's eyes, and Rainbow Dash smiled. Scootaloo leapt into the air as well, and stared directly at Rainbow Dash.

"It. Is. ON!"

Rainbow Dash grinned evilly. "Since you're the winless one, you pick where we race!"

Scootaloo waved a hoof in the air. "No, Rainbow Dash, you pick! That way, you can't complain when I beat you!"

Rainbow Dash narrowed her eyes at Scootaloo. "Alright Squirt. There's a clearing a few miles east of here. We race to there and back. One lap, on my go. Ready?"

Scootaloo nodded, and they both faced east.

"GO!"

Scootaloo and Rainbow Dash shot off like rockets, leaving one purple and one rainbow colored trail behind. The two blazed across the sky, and within seconds, they had left the camp behind, and saw only forest ahead of them.

Rainbow Dash flew coolly and calmly. Her goal wasn't to win, which still kind of felt weird to her, but to take Scootaloo's mind off of Derek. For that to happen, the race had to be interesting.

Rainbow Dash glanced over to Scootaloo, expecting to see the young pegasus struggling to keep up. Instead, she only saw air. With a gasp, Rainbow began to frantically look around, before she saw Scootaloo blazing ahead, far in front of Rainbow Dash.

"Squirts getting good." Rainbow muttered to herself.

Rainbow picked up her pace considerably. She began to actually push herself, and, after a few minutes, she was neck and neck with Scootaloo.

"You're getting good!" Rainbow Dash shouted over to Scootaloo, who replied with a sweaty grin.

"You still won't beat me though!"

At that, Scootaloo looked over at Rainbow Dash.

"Well then you better start flying faster, Rainbow Dash!"

Scootaloo suddenly burst ahead of Rainbow, leaving her to gape. Scootaloo blazed ahead, slicing through the air as if she were one with it, and even Rainbow had to admit that Scootaloo was fast.

_Not as fast as me though! _Rainbow thought fiercely, her competitive instinct taking over.

Rainbow Dash shot ahead as well, pushing herself hard. She began to see the cone shape appear in front of her, and Rainbow lowered her head to avoid the wind getting in her eyes. With her eyes facing the ground, she noticed that the trees were getting more and more sparse, meaning that the clearing was close.

_I'll have to flip myself around before I do a Rainboom. _Rainbow Dash thought smugly.

Suddenly, Rainbow noticed out of the corner of her eye that Scootaloo had stopped dead. Rainbow blew past her, but still managed to see the look on her face. It was a look of horror.

_What is she doing? _Rainbow Dash thought, before looking up as well. The sight stopped Rainbow dead in her tracks.

An entire army of gargoyles faced them. Flying gargoyles, wingless gargoyles, and Mammoths all marched across the clearing in their direction. There was a figure at the front of the army that didn't seem like a gargoyle. It was a figure that Rainbow recognized.

"Derek." Scootaloo breathed, having flown up beside Rainbow.

"No." Rainbow replied. "The Darkness."

All of a sudden, screams began to sound out from the gargoyle army. All the gargoyles began to sound out, creating a horrible noise of bloodthirsty terror. Rainbow Dash saw the Darkness raise its hand up, and point directly at them, before joining in on the scream.

"Oh shit." Rainbow Dash, just as every gargoyle with wings began charging at them. The only thing that stopped Rainbow from going into full on panic mode was that the Darkness stayed put.

"C'mon Squirt, we gotta go!"

The two of them shot off back towards camp. They flew hard and fast, but the race had taken a lot out of both of them. Rainbow Dash glanced back, and saw that the gargoyles were gaining on them.

_They're going to catch us! _Rainbow thought with fear. _Only way they don't is if…oh this is going to suck so much._

Rainbow flew up right next to Scootaloo, and yelled into her ear.

"Grab onto me!"

Scootaloo looked over at her, confusion on her face.

"What?"

"Just do it! But don't stop flying! I'm going to need your help!"

Scootaloo shook her head, but wrapped her forelegs around Rainbow Dash's neck. Rainbow rolled, so that Scootaloo was flying upside down, and so Rainbow Dash was on top. The two of them began push incredibly hard against the air, and a cone began to form around them.

Scootaloo's eyes widened as she realized what was going to happen. Rainbow Dash looked down at Scootaloo, and let out a laugh.

"Get ready for your first Rainboom, kid!"

"Uh, Rainbow Dash? You might want to hurry up, BECAUSE THEY'RE RIGHT BEHIND US!"

Rainbow looked over her shoulder, and let out a scream as her view was filled with the snarling mouth of a gargoyle.

"OH FUCK! GO!"

The cone began to narrow, and the pressure began to build. The gargoyles managed to keep pace, and all of a sudden, they all reached out to grab Scootaloo and Rainbow Dash.

Just as Rainbow felt the cold hand of a gargoyle grab her, time seemed to stop. The cone was pressing her directly into Scootaloo, who wore an expression of sheer terror on her face. Suddenly, a white flash filled Rainbow's view, and time resumed.

\\\\

Fluttershy sat under the tree with Pinkie Pie and Rarity, eating some hay. The three of them had been out there for some time, as it was one of the first real chances they had had to catch up.

"So then, the entire building starts coming down on us!" Pinkie exclaimed, throwing her hoofs into the air for good measure.

"Oh my!" Rarity said, covering her hoof with her mouth. "How ever did you get out of there in one piece, darling?"

Pinkie smiled. "Well, all I did was-"

A bright flash of light cut Pinkie off. There was no sound, only a burning white light that appeared to the east, and seemed to fill every bit of space it could find.

"Hay! What is that?" Pinkie squealed, annoyed.

A massive explosion of sound answered. The sound wave blew all three of them onto their backs, and completely de-leaved the tree. Rarity was the first to stand up, and she shook her head to try and clear the ringing in her ears.

"What in good heavens was that?" she said.

Fluttershy helped Pinkie Pie up as well, before answering.

"I think it was a Sonic Rainboom! Yes, look! It's the color wave!"

Indeed, at that moment, a wave of color was spreading across the sky, though something was different about it this time.

"Hay, when did Rainbow Dash add a new color to the Rainboom?" Pinkie wondered aloud.

Fluttershy looked, and saw that there was a new color in there, a sort of purplish streak that hadn't been there the other times Rainbow had done the move.

"I..I don't know! What could have made her done the Rainboom in the first place?" Fluttershy said softly.

\\\\

Rainbow Dash and Scootaloo exploded through the air. There was no sound, for they were faster than sound. There was no fear, for their fears were far behind now. There was only speed.

Rainbow Dash glanced down at Scootaloo, and saw her eyes, as wide as they had ever been, darting around, trying to take it all in.

"Amazing, isn't it?" Rainbow asked.

Scootaloo nodded eagerly, a smile spreading on her face.

The ground blurred beneath them, and within seconds, the camp was within view. Rainbow began pulling back, and their speed started slowing. However, she knew this landing was going to be rougher than usual.

"Hang on kid." Rainbow said through gritted teeth. "This could get messy."

The two of them spiraled towards the camp, slowing but still going at a much faster pace than one would when landing. With a violent crash, Scootaloo and Rainbow Dash slammed into a tent, spun, and impacted into the ground.

Splintered tables and ripped cloth covered the two of them, and for a few minutes, nothing happened. Then, the debris was lifted off by magic, giving Rainbow a much needed sense of relief.

"Rainbow Dash." The princess' stern voice cut through the silence like a knife. "What is the meaning of this?"

Rainbow glanced up at the princess. "Gargoyles. They're coming this way."

Celestia's showed no reaction, and kept staring at Rainbow Dash.

"How many?"

Rainbow Dash swallowed. "An army. A couple thousand at least."

Celestia nodded, and began to move while barking out orders.

"Steel Wing, go to the army barracks, and rouse the troops. I know, we don't have enough to defeat them, that's not my plan. Shining Armor, go to Las Pegasus and warn them, and get them to rally their troops. The gargoyles are more than likely to be headed towards there, we're just in the way. When you get there, stay there, we'll be joining you shortly. Everypony else, get ready to go, we don't have a lot of time."

"Princess?" Rainbow Dash said.

Celestia turned to face Rainbow.

"Yes, Rainbow?"

"The Darkness was leading them."

Everypony stopped moving. All eyes turned to Celestia, who stared long and hard at Rainbow Dash. Eventually, Celestia spoke.

"Well then, I guess we'll have to kill the Darkness along with every last gargoyle."

\\\\

The burning sun bore down upon the backs of the traveling pony's creating much discomfort. The journey towards Las Pegasus, while only a day long walk, was hot and brutal, due to the desert that separated their former campsite and the city.

"I wonder how far ahead we are of the gargoyles." Rainbow Dash whispered to Applejack.

The earth pony shrugged. "Ah don't reckon I know, Rainbow, but your Rainboom probably did a number on them, and slowed 'em down a bit."

Rainbow glanced over her shoulder, and looked back the way they had come. All she saw was open desert, but an uneasy feeling still crept in. Looking forward, Rainbow saw the outline of Las Pegasus begin to rise, but the feeling stayed.

"I know, AJ, but still. With Derek…I mean the Darkness leading them, who knows? They could just pop out at any second and kill us!"

Just as she began to panic, Rainbow Dash felt a hard hoof slam into her shoulder. She stumbled briefly, but regained her balance. With a flush of anger, she rounded on Applejack.

"What was that for?" She hissed.

Applejack leveled a stern gaze at the cyan pegasus. "You were gettin' all panicky with me, Rainbow! Ah've never seen you get so worried over anythin', cept for that Young Fliers Competition a few years ago! What's gotten into you?"

Rainbow met Applejacks gaze for a few moments, but then lowered her head. All the bravado that she normally carried left, and the stress began to flow freely.

"I…I don't know AJ."

"That's horseapples and you know it. This has t'ah do with Derek, don't it?"

Rainbow slowly nodded, and Applejack sighed.

"Consarn it, Rainbow, you know there wasn't a thing you could've done! You weren't even there!"

Rainbow Dash looked over at Applejack.

"I don't blame myself, AJ! I just…I miss him. He was our best weapon, for one, and…well, we went through Manehattan together. We were close. But it's not just that. I may not blame myself, but Scootaloo…well, she can't stop thinking about it. Only reason we stumbled onto the gargoyles is because I was trying to take her mind off of it."

Applejack and Rainbow looked ahead, up to where Scootaloo was walking. The euphoria she had been in after the Sonic Rainboom had faded, leaving her as she had been before the race. Applejack shook her head sadly at the sight.

"Ah' know what she's goin' through. Hay, you do to Rainbow. Nopony wants to be saved at the cost of another life."

Rainbow bit her lip and snorted. "That's just it, AJ. Derek isn't dead, at least as far as I know. He's possessed…or something. Who knows what hell he's going through. When we had to leave a pony behind, we were assured that their pain would end. With Derek…Scootaloo thinks she left him for torture, that he's suffering still. That's a worse feeling than me or you ever had, AJ."

Applejack didn't say anything for awhile. The two of them simply walked in silence, which was only broken by the sound of hooves striking the ground.

"Ah' suppose so, Rainbow." Applejack said, finally breaking the silence. "But the point is that you gotta' give her time. It was her first mission, after all."

Applejack placed a hoof underneath Rainbow's chin, and gave her a quick nuzzle.

"Keep your head up Rainbow. You still got a whole bunch'a gargoyle flank to kick."

Applejack strolled off ahead of Rainbow Dash, leaving the pegasus alone with her thoughts. Sighing, Rainbow Dash closed her eyes as she walked, and her mind drifted to thoughts of Derek.

_Oh Celestia, Derek. What did they do to you?_

\\\\

The Darkness sniffed the air. It could smell the ponies, and the incredible blood lust surged forward. The Sonic Rainboom had startled and confused its forces, but now, they were regrouped. And they were getting close to their prey.

The Darkness flapped its wings, and launched itself over a hill. On the other side was open plain that led into desert. At first, there seemed to be nothing out there, but then, something caught the Darkness' eye. Squinting, it magically enhanced its vision.

It saw a herd of ponies, only a few miles away, walking directly through the desert towards the distant outline of a city. The Darkness licked its lips, and turned back towards its troops.

A horrible, screeching battle cry emerged from deep within the Darkness. The sound was taken up by the rest of the gargoyles, and as one, they all charged out into the desert after the herd of ponies.

\\\\

The city of Las Pegasus was now in full view, as the herd of ponies was only a mile away from the cities entrance. Relief filled the ponies, for rest, water, and safety lay within reach. Rainbow Dash was among those looking forward to some down time.

A small rattling noise caught Rainbow's ear. Curious, she looked around for the source of the noise, and settled on a small rock that was bouncing up and down.

"…the hay?" Rainbow Dash muttered.

The bouncing became more and more violent, and then Rainbow noticed that it wasn't just the rock. The entire ground was starting to shake. Ponies began looking around, confused as to what was causing this commotion.

"BEHIND US!" A cry came up from the herd of ponies.

Rainbow Dash spun around. She had already figured out what was causing the rumbling, but she still dreaded seeing it. An unholy chorus of screams sounded out, forcing everypony to turn, and view the coming terror.

A massive army of gargoyles charged directly towards them. It was exactly as Rainbow Dash had described: filled with every gargoyle imaginable, and led by none other than the Darkness itself.

"EVERY CITIZEN, INTO THE CITY NOW! ALERT THE LAS PEGASUS ARMY THAT WE REQUIRE ASSISTANCE!" Princess Luna boomed in the Royal Canterlot Voice. "EVERY ABLE BODY SOLDIER, STAY HERE!"

"Ma'am!" A soldier yelled out. "We don't need to alert them! They're already coming!"

Sure enough, a massive hoard of ponies were charging out of the city. Pegasus ponies, earth ponies, and unicorns all ran out, while pulling along gigantic weapons of war, such as catapults.

Within a few minutes, the two pony groups were together, while the citizens quickly made their way towards Las Pegasus. Rainbow Dash pushed her way through the crowd to the two Princess', only to find the rest of her friends all gathered there as well, receiving orders.

"Good, Rainbow, you're here." Twilight said. "You'll lead the pegasai, alright? Just do what you normally do, there isn't enough time for a full battle plan."

Rainbow looked around, worried.

"So are we just meeting them head on?" 

The grim faces of everypony told her yes. She shuttered at the thought, before turning and launching into the air.

"This is going to be a bloodbath." She muttered, before heading over to where the other pegasus ponies were.

A full minute passed, before there was another address. By this time, the roar of the gargoyle army was incredibly loud, and they were only a few hundred yards away.

"ALRIGHT EVERPONY!" Princess Luna boomed, as she stood beside her sister. "CHARGE!"

The pony army moved as one. They all ran towards the oncoming gargoyles, weapons at the ready and fire in their hearts. As they ran, the catapults launched a few large rocks at the Mammoths and the gargoyle army. One of the boulders slammed into a Mammoth's head, and the great creature went down with a roar of pain. The gargoyle army did not slow, but kept coming.

The two sides met with an explosion of violence. Applejack, on the front line of the pony army, jumped over the first line of gargoyles, while delivering sharp kicks to any unlucky gargoyle she could find. Her hoofs barely touched the ground before she was off again, bucking any gargoyle in sight.

Her back hoofs slammed into the chest of a winged gargoyle as it took off, sending the thing spinning through the air before it crashed to the ground a few yards away. The earth pony spun around, and saw Pinkie Pie stabbing a gargoyle with a sword, before engaging two more gargoyles.

With a swift flourish, Pinkie Pie withdrew her sword from the now deceased gargoyle, and jammed it into another gargoyles eye. The beast howled in pain. Pinkie, with the skill of a ballerina, spun quickly while twirling the sword. She didn't watch the headless gargoyle drop to the ground.

Pinkie Pie delivered a few swift blows to an attacking gargoyle, and was about to finish the thing off, when a shadow overtook her. Surprised, she looked up, and saw a massive hand blotting out the sun.

"Oh horseapples." Pinkie stated simply.

She moved with alarming quickness. With no strain whatsoever, Pinkie Pie darted out of the way, just as the hand of one of the Mammoths came crashing down, killing any gargoyle or pony that was unfortunate enough to get caught. Glancing back, Pinkie saw the Mammoth slowly raise its hand back up, just as a boulder rammed into the things chest.

The Mammoth crashed down to the ground, shaking the battlefield. The moment it went down, a few unicorns ran over, and began bombarding the downed gargoyle with fire.

Meanwhile, Twilight Sparkle, Rarity, and Trixie pushed their way through the gargoyle army, slaughtering any gargoyle dumb enough to try and stop them. With a flick of magic, Twilight cleaved a gargoyle in half, while Rarity and Trixie both sent shock waves of magic out, killing any gargoyle in close proximity to them.

Suddenly, Fluttershy crashed to the ground right in front of the three. Before any of them could say a word, she quickly jumped back to her feet, and narrowly avoided a gargoyle that had been giving chase.

Fluttershy ducked under the creatures outstretched claws, and turned to face it, only to see its smoldering body fall to the ground. She looked over at Twilight, and gave her a quick nod of thanks before leaping back into the air.

The yellow pegasus flew around the battlefield, looking for, and finally spotting, Rainbow Dash. Fluttershy quickly soared over to her friend, who was busy fighting two winged gargoyles. Fluttershy quickly drew her blade, a small knife that was sheathed on her right front hoof, and leapt into the fray.

Rainbow rolled over, and delivered to sharp kicks to the gargoyles knees, before grabbing her own blade, and jamming it into the gargoyles neck. She looked over, and saw Fluttershy pulling her own blade from the other gargoyle.

She turned to offer a word of thanks, only to get nearly blown out of the air by an explosion. Rainbow Dash tumbled through the air, dazed and confused, before her body remembered how to stop her fall. Rainbow spread her wings wide, allowed them to catch some air, and then righted herself, and looked to find where the explosion had come from.

Her eyes quickly found the source. In the middle of the battlefield, Princess Celestia and Princess Luna were engaged in a duel with the Darkness. Sparks flew from the ground as the two of them did battle. Even when not at full power, the Darkness was powerful, and had gained more control over his magic since his fight with Discord.

A few foolish gargoyles tried to enter the fray, but were quickly struck down by the draconequus himself, who was randomly teleporting to different parts of the battle, where he would slaughter a few gargoyles, then teleport again.

The duel, meanwhile, raged on. Celestia fired a few rays of pure sunlight at the Darkness, who simply waved them off. Luna tried to fire in a powerful ice spell, but was off target, and missed. The Darkness, seeing a chance, fired a ball of dark energy directly at Luna's head, while blasting Celestia with a small shock wave.

Luna narrowly rolled out of the way of the attack, but there was no time for rest. The Darkness immediately sent out a bolt of lightening, which slammed into Luna's side. The Princess of the Moon wailed out in pain, before the Darkness sent a shock wave at her, which lifted her up, and threw Luna a few yards away.

Celestia, who had recovered from the shock wave, renewed her attack. Fire balls rained down at the Darkness, who, while quick, couldn't avoid them all. A few fireballs impacted against its back, but if there was pain, the Darkness didn't show it.

Celestia steadied herself, and prepared a new onslaught of spells to throw, but then the Darkness did something she did not expect. It charged directly at her. With a slight twinge of fear, Celestia began to fire spells at it. A few hit their target, but the Darkness did not slow. Celestia began to back up, her aim becoming increasingly more erratic.

Black tendrils sprouted from the wrist of the Darkness, and the moment Celestia was within reach, it swung. The tendrils ripped across Celestia's neck and cheek, and sent the Princess flying. She landed a few yards away, and tried to get up, only to have the Darkness pounce on her once more. Luna, having just stood up, attempted to fire a spell, but another lightening bolt put her down for good.

The tendrils became hard, and retracted a bit, so that they were just extending past the fingertips of the Darkness. With a violent howl, it plunged its blades into Celestia's side, sending blood squirting everywhere. It slowly withdrew the blades, and prepared to make the killing strike.

Celestia screamed. Rainbow Dash, who had been busy with another gargoyle, looked over, and saw the scene. She slammed her hoof into the gargoyle she had been fighting, turned towards the scene of the duel, and shot off as fast as she had ever gone, but she knew that she wouldn't make it in time. She was tired, and her wing was injured.

Just as the blades were about to plunge into Celestia's neck, Discord suddenly appeared, and rammed into the Darkness swung his claw into the Darkness. The impact sent the

Darkness clear off of Celestia and into the air.

Discord glanced down at Celestia, a slight light of concern in his eye, before he turned, and pounced on the Darkness.

"Thought you could get just kill me, eh? You must not have heard of me!"

Rainbow watched in amazement as Discord continued clobbering the Darkness.

"I'M DISCORD, BITCH!"

As Discord brought another clawed hand down, the Darkness suddenly lashed out. The blow knocked Discord onto the ground, where he immediately stood back up. He had no time to react before the Darkness grabbed Discord by the neck, and lifted him off of his feet.

Discord stared directly into the face of the Darkness, which showed no emotion. He then turned, and looked back at Celestia, who was trying to stand up, only to collapse back down in pain. Their eyes met, and he smiled.

"Watch this."

Discord spun his head back around, just in time to see the Darkness plunge its blades into his neck. Discord's eyes widened, but he continued to grin. Suddenly, with surprising strength, he reached and grabbed onto the Darkness' head. A strange, twisting light exploded from Discord's head, and into the Darkness'.

The Darkness roared, and with no strain, tossed Discord to the ground. He landed only a foot away from Celestia. The Darkness collapsed to one knee, holding its head.

"What did you do?" Celestia asked.

Discord continued grinning, even as the blood gushed from his wound.

"I gave it my magic. Every last drop!"

Celestia opened her mouth in protest, but then she looked into his eyes. Discord's eyes were different. They seemed softer, kinder…and _saner._

"It's what made me insane, Celestia. My power was my weakness. And now, the Darkness has a weakness. Exploit it Celestia. Win this war."

Discord began to shake, but he crawled closer to Celestia anyway. His voice was now only a weak whisper.

"I'm dying, Celestia. I know this. Before I go, I need you to know that I'm sorry. For everything. I don't know if you'll ever forgive me, and I don't blame you. Just know that I'm sorry."

Discord was getting weaker and weaker, but he continued.

"I was weak. What I saw that day, all those years ago, in the cave with Eldez…it was unimaginable, but it wasn't the source. It merely planted the seed, made me want power. Did you know, Celestia, that draconequuses share their magic? Its like a big community pool of magic! But what happens when there is no one to share with? It drove me insane. All that power, some naturally draconequus, some not. I'm not shifting the blame, I just want you to understand why I was the way I was."

Celestia felt tears in her eyes, and she sniffed. "It will take time to heal the wounds you've caused, Discord, but I accept your apology. We've both done bad things before."

Discord smiled softly, before closing his eyes, and allowing his head to hit the ground.

"Goodbye, Celestia." He whispered.

"Goodbye, Old Friend" she answered.

And then, Discord, God of Chaos and the last surviving draconequus, was gone. Celestia felt tears drip down her cheeks, and she closed her eyes, in an attempt to regain herself. Slowly, she opened them.

She saw two pairs of feet directly in front of her. Celestia looked up, and saw the Darkness staring down at her. Slowly, it raised its clawed hand, and prepared to strike.

Suddenly, a rainbow blur slammed into the Darkness with the force of a locomotive. The Darkness was once again sent through the air, while Rainbow Dash banged into the ground, where she rolled to a stop.

Slowly, Rainbow Dash got to her feet, only to be picked up, and thrown down hard again. With a grunt of pain, she looked up, and saw the Darkness standing over her. A bloodthirsty grin appeared on the face that she knew so well, the face that now belonged to the Darkness.

It kneeled down, and raised its blades for the kill. Rainbow Dash looked around desperately, even though she knew that her situation was hopeless. Celestia was immobile with her injuries, Luna was unconscious, none of her friends knew where she was, while everypony else was busy fighting the gargoyles. It was just her and the Darkness.

A horrible fear filled Rainbow Dash, and slowly, she looked back up, into the face of the Darkness. She saw the hand begin to descend, and time seemed to slow.

_I'm sorry Derek._ She thought. _I truly am sorry._

Her eyes stared into the empty black orbs where Derek's eyes used to be. Tears burned at her own eyes, and with a sigh of recognition, Rainbow Dash closed her eyes, and waited for the end to come.

\\\\

Derek fought through wave after wave of gargoyle. He had long ago lost sight of Rainbow Dash, and his only focus now was survival.

Derek knew that it was only a memory, and that he knew what was going to happen next, but he had stopped caring. Slowly, almost surely, the memory that he was forced to relive was becoming a reality.

And then, it all stopped. A strange wave of light exploded all around, and Derek was sent flying. He landed against the wall hard, but felt no pain. Immediately, he sprung back to his feet in preparation for more gargoyles. He quickly realized he didn't have to.

Everything was frozen, save for him. Gargoyles were frozen in mid launch, their claws out and teeth glaring. Derek glanced above his head, and saw that Rainbow Dash was also frozen in place.

"Huh." Derek said aloud. "That's new."

Suddenly, Derek collapsed to his knees. His head began to burn, and he was forced to close his eyes. Sights appeared to him behind his closed lids, sights that seemed incredibly real.

_A bloody Rainbow Dash lies underneath me. My claws outstretched, preparing for the final kill. Violence all around. _

Derek's eyes snapped open as he realized what that was.

"Rainbow Dash!" he gasped. "No! No!"

Derek launched into the air, and magic began to flow off of him.

"**NO!"**

\\\\

Rainbow Dash waited for the end. And then she waited some more. Finally, she slowly opened one of her eyes, expecting to see a clawed hand coming down upon her.

The clawed hand was there, but it was coming down on her. Instead, it just hovered there, shaking. Rainbow slowly looked up at the Darkness, and gasped.

The Darkness was shaking as well. Its eyes, normally total black orbs, were twisting and turning, while changing colors rapidly. A little foam seeped out of its mouth, and its body began to spasm.

Abruptly, it all stopped. The Darkness' closed its eyes, and a strange, quivering breath left its lips. When the eyes reopened, they were no longer black. Instead, they were white, with a brown iris. Derek's eye color, Rainbow Dash noted.

"Rainbow Dash." The voice was trembling, and incredibly strained.

"Derek!" she asked.

He nodded, sending joy through Rainbow Dash's heart.

"Run." He whispered to her. He looked at her confused face, and quickly continued. "The Darkness is still inside me. I can feel it. I can't hold this up forever, and when the Darkness regains control, things will get bad. I'm using a lot of magic to do this, so I'm not sure what will happen."

Rainbow crawled to her hooves, and looked at Derek, who was starting to tremble some more.

"Derek, I-"

"No!" he cut her off. "Don't say anything! Just get everybody away! RUN!"

With those last words, Derek collapsed to the ground, and began to spasm again. White light began to shoot out of his body, and Rainbow Dash watched in horror as the light touched a gargoyle, and vaporized it.

She paused to look one more time at Derek.

"We'll save you, I promise."

With that, she took off. Seconds later, the signal for retreat was sounded, and all the ponies began to run. Twilight Sparkle teleported near, grabbed both princess' and Discord dead body, and immediately left again, while barely giving Derek a glance.

More white light began to pour from his body. Suddenly, the spasms stopped, and Derek launched into a standing position, and let out a scream of terror.

With a white flash, he exploded.

\\\\

_Damn that was a long chapter. I hope you enjoyed it, more will come soon! Please, review!_


	7. Chapter 7

**Chapter 7**

_Chaos! Or not…._

_Twilight?_

Twilight Sparkle groaned. Her mind throbbed, as did her body. She ignored the voice in her head, and tried to crawl back into sleep.

_Twilight!_

The voice seemed more urgent and piercing this time. She tried to buck out at whoever was making speaking, but her legs wouldn't comply. _Ahh well. _She thought, allowing sleep to take her again.

"TWILIGHT SPARKLE!"

Twilight snapped back to reality. Her senses immediately returned, allowing her to access what was going on. The first thing she noticed was that she was floating in the air, surrounded by the aura of her own magic. The second thing she noticed was that there was a large, purple magic wall directly in front of her. The third, and final thing she noticed, was that it was Applejack who was yelling at her.

"Yes, Applejack?" She called down to the earth pony.

A sign of relief shown on Applejack's face when Twilight spoke. Applejack sat down on her haunches, and stared up at Twilight.

"You alright there, Twi?"

"Never been better."

Applejack nodded. "Good. Then would ya' mind lettin' go of yer magic? Cause we cant get out of this bubble thing ya have us in."

Twilight looked around, and saw that the "wall" of magic was indeed a bubble, that surrounded not just the pony army, but all of Las Pegasus.

_Huh. _Twilight thought. _I don't remember doing that._

Twilight gave a brisk nod, and with some minor effort, allowed her magic to settle. She slowly dropped down to the ground, and as the magic aura faded from her body, the bubble began to fade as well.

"Sorry, AJ." Twilight said sheepishly.

The earth pony gave her an incredulous look. "Sorry? Why are you sorry? You probably saved our lives with this thing. Only problem I had with it is that ya' couldn't get out."

Applejack started to wander off, so Twilight followed her. High above, the ceiling of the bubble was starting to fade, and some sunshine was shining through.

"So what happened?" Twilight asked. "Last thing I remember is this big white flash, and then this."

Applejack shrugged. "Ah'm not entirely sure m'self. All Ah know is that the Darkness, Celestia, and Luna we're fightin', something happened, then Discord went and got himself killed, and Celestia and Luna got real hurt. The white flash was an explosion, though Ah ain't sure where it came from. Rainbow Dash was over there as well, so she'll know more."

Twilight gave a nod. "So what's our situation pony wise?"

"We lost a lot, Twi, and there's a couple hundred injured."

Twilight sighed forlornly. She felt a heaviness hit her heart at the mention of the deaths, though she knew that they were necessary.

"What about our little group?"

Applejack bit her lip, and chose her words carefully. "Celestia got it pretty bad. She'll heal, but it will take a bit. Luna is mostly alright, save for a few nasty burns."

Twilight nodded. "Oh, well that's not all bad. They've probably had worse before, right?"

The concern in Applejacks eyes was apparent. She stopped, and looked Twilight dead on, making the unicorn a little uncomfortable.

"Twi…" Applejack said softly. "Spike got it bad. His wings all torn up, and a few gargoyles managed to get underneath some of his scales."

Twilight stopped walking. She stood there in silence, facing away from Applejack, who could see the purple unicorn begin to tremble. A few tears hit the ground as Twilight slowly faced Applejack.

"Where is he?" she whispered, her voice unsteady.

"There's a hospital right by the entrance of Las Pegasus. Almost everypony else is in there, but they couldn't get him through the door, so he's outside."

Twilight quickly turned, and started to run off, but Applejack blocked her path.

"Twilight, wait!" The earth pony said urgently. "Spike's hurt, yes, but he shouldn't be y'er main concern."

Twilight's eyes widened in anger. "Shouldn't be my main concern? He's basically my baby brother, what the hell else should my main concern!"

"He's a dragon, Twi, he'll live. You need to see Rainbow first. That girl saw somethin', and it scared her. Celestia knows what it will take to get her to spit it out."

Applejack placed a comforting hoof on Twilight's shoulder, who looked away.

"Ah know it's tough, but we have to figure out what went on between the Princess' and the Darkness."

Twilight shrugged the hoof off, her face a hard stone. She fumed on the inside, her heart urging her to get to Spike. She quickly brushed by Applejack, and headed in the direction of Las Pegasus.

"You don't know anything, A.J." she muttered as she walked past.

The buck was fast and powerful. It hit Twilight directly in the midsection, sending her flying. She landed a few feet away, where she rolled onto her side.

Applejack stared down at her, fury burning in her eyes. Her legs trembled with rage, and for a moment, Twilight truly feared for her life.

"Don't know….anything?" Applejack asked slowly. "Ah had a brother too, Twilight, in case you forgot, and he died savin' y'er life and mine. Ah watched Big Macintosh die, Twilight; Ah watched gargoyle after gargoyle pile on top of him while we ran away, so don't you EVER tell me Ah don't know how tough it is."

Applejack slowly leaned in, until she was a few inches from Twilight's face.

"Y'er not the only one Twi. You've had it easy, before the war and durin' it. Ah've lost two of my kin in this, and the only reason Ah haven't lost a third is cause Ah won't let her join the army, though Ah know she's already enlisted. Be thankful fer your luck, but don't you ever disrespect us ponies that haven't been in such good fortune."

"Now." Applejack said, standing back up to her full height. "Go see Rainbow Dash."

Twilight timidly stood. She lowered her head in shame, and began limping towards Las Pegasus. Applejack watched Twilight leave, as a few tears slipped out of her eyes.

"Big Mac, Ah know yer listenin'. Please make sure Granny Smith didn't see that."

\\\\

Rainbow Dash stared at the wall blankly. She sat in a hospital room, which, while supposed to be for only one pony, was filled up with five at the moment. A nurse attended to her wounds, but she hardly noticed her.

Rainbow Dash closed her heavy eyes, and saw it again.

_"Run." He whispered to her. He looked at her confused face, and quickly continued. "The Darkness is still inside me. I can feel it. I can't hold this up forever, and when the Darkness regains control, things will get bad. I'm using a lot of magic to do this, so I'm not sure what will happen."_

_Rainbow crawled to her hooves, and looked at Derek, who was starting to tremble some more._

_"Derek, I-"_

_"No!" he cut her off. "Don't say anything! Just get everybody away! RUN!"_

"RAINBOW!"

Rainbow jumped off the bed, startled. She whirled around, and saw Twilight staring at her.

"Oh, Twilight!" Rainbow said, breathing heavily. "It's just you."

Twilight nodded, and sat down on the bed. Rainbow Dash joined her. Twilight opened her mouth to speak, but suddenly, one of the other ponies in the room began to scream in pain. Annoyed, Twilight muttered something under her breath. Her horn glowed briefly, and then all noise stopped.

"Silence spell." Twilight quickly explained. "We can't hear them, they can't hear us."

Rainbow Dash nodded slowly. She gazed around the room distractedly, before finally settling on Twilight's concerned eyes. Rainbow Dash sighed.

"So, Twilight…what brings you over here?"

Twilights gaze faltered, but only slightly. "I'm just checking on you Rainbow."

Rainbow Dash snorted. "Im fine, sheesh. The worst I got was a bruised rib and a strained wing. Compared to some of the other ponies, I'm the picture of health!"

"You know what I mean, Rainbow. One second you're fighting the Darkness, the next, the Darkness is on the ground shaking, and you're screaming at us to retreat. Something happened."

Rainbow averted her eyes, and kept her voice low, despite the silence spell.

"It's war, Twilight. Weird stuff happens."

Twilight grabbed Rainbows shoulder with her hoof, forcing the pegasus to look at her.

"Rainbow, tell me. I know you saw something, and I know it scared you. But you have to tell me, especially if it concerns the Darkness."

Rainbow remained silent, so Twilight pressed harder.

"Did it show you something? Did it do something to you? Rainbow, tell me, please!"

Rainbow forced Twilight off of her. The rainbow maned pegasus gazed out the window, where the bubble was still slowly fading. Even from the hazy and distorted view of the world outside the bubble, Rainbow could tell that things were very different.

"Twilight, did you teleport us when you threw up this bubble thing?"

Twilight sighed, and shrugged. "I don't know. I think it would be impossible for a single unicorn to teleport all of this, but then again, I always manage to surprise myself when I go into that weird magic state."

Rainbow nodded, and continued to stare. They sat in silence while the world outside of the silent spell bustled and flew by.

"Twilight…" Rainbow whispered, breaking the silence. "I saw him"

Twilight leaned in, intrigued. "Who? Who did you see?"

Rainbow Dash swallowed. "Derek."

Twilight let out an exasperated breath. "Rainbow, that isn't Derek, that's the Darkness!"

"No Twilight!" Rainbow cried, rounding on her friend. Tears streamed down the pegasus' face, and Twilight recoiled slightly. Rarely, if ever, was Rainbow Dash so disturbed.

"It was him, Twilight! He broke through! The Darkness was about to kill me, but Derek broke through!"

Twilight's mouth hung open. She stared at Rainbow, trying to determine whether or not she was insane.

"How did he get out?"

Rainbow through her hooves into the air. "I have no idea! Discord did something to the Darkness right before he died, and then a few minutes later, I was talking to Derek!"

Twilight bowed her head in thought. She sat there, head down, for a minute or two, while Rainbow Dash watched anxiously. Finally, Twilight raised her head, and addressed Rainbow again.

"What did he say to you?"

Rainbow gulped. "Run. He told me to run. So I ran, and the next thing I know, there's a massive explosion, and I'm in this bubble."

Twilight sighed. She slowly released the silence spell, and the noise of the rest of the world returned. They sat as the world moved around, both of them thinking. Twilight looked out the window, at the slowly fading bubble, and muttered aloud.

"You know Rainbow, I think you may be right."

Rainbow Dash looked over. "About what?"

"I think I actually did teleport us. That, or pine trees grow in the desert."

\\\\

Trixie watched as the world outside came into view. Her mind, still exhausted from the extensive amount of magic she used in the battle, had a hard time comprehending what she saw. They were obviously no longer in the desert, but were now in a forest of some kind.

As the last remnants of the protective bubble disappeared, a few more things came into focus. One, Twilight's bubble had created an artificial clearing, and two, this was a _very _big, and _very _familiar forest.

"The Everfree." Trixie breathed.

She took a deep, shuddering breath. Trixie remembered this forest well. It was where she had hid following her humiliation in Ponyville, and while hiding, she had experienced some strange occurrences.

Suddenly, a massive, creaking moan filled her ears. Trixie whirled around, only to see a few of the buildings of Las Pegasus start to bend and tremble. Immediately, a purple aura enveloped these buildings, and straightened them out.

Trixie wasted no time. She teleported over to the area. When she arrived, she found a mass exodus of ponies heading away from the city in the direction of where she had just been. Pushing her way through the crowd, Trixie found Twilight standing outside the hospital, her eyes closed in concentration and her horn aglow.

"Twilight, what's going on?" Trixie asked as she stepped up beside the purple unicorn.

"Oh, not much." Twilight said through gritted teeth. "It's just that these buildings aren't exactly made for teleportation, and now that my bubble is gone they're collapsing."

Trixie gasped. "Do you need any help?"

Twilight paused for a second, and then nodded. Trixie lowered her horn, and joined her magic stream to Twilights. Instantly, the purple aura holding the buildings up became slightly blue.

The two of them stood there, holding up the city for what felt like an eternity. Trixie could feel her legs weakening, and she began to fear that she would collapse. That's when she felt a tap on her shoulder.

Turning, Trixie saw Fluttershy hovering next to her.

"Um, Trixie." She said softly. "Everypony's out now."

Trixie looked over at Twilight, who gave a slight nod.

"Alright, Fluttershy." Trixie panted, turning back around. "Go ahead and clear out."

Fluttershy quickly flew away. They waited until she was clear of Las Pegasus, before letting go of their magic. As soon as the magic was released, the buildings began to crumble around them. Trixie and Twilight both closed their eyes, and with a flash of light, teleported away.

\\\\

Applejack stared ahead grimly, her eyes focused on Las Pegasus. Building after building caved in on itself, sending dust clouds into the air. A bright flash next to her signaled the return of Twilight and Trixie. Applejack sighed, and turned to her friends.

"So, what now?" Applejack asked the panting Twilight.

"Well first." She said. "We get rid of Las Pegasus."

Twilight and Trixie grabbed the city once more with their magic. The two of them grimaced in pain, before their horns glowed a burning white. Las Pegasus became enveloped in this white, and then suddenly, it was gone. The moment after it departed, trees shot up where the city had just been, and within a few seconds, it appeared as if the city had never been there.

Applejack looked on, confused. She turned back to Twilight, who was now collapsed on the ground.

"Where'd ya' send it?"

Twilight took a few deep breaths before answering. "Back to where it was before."

Applejack scratched her head. "Why?"

"One, that dust cloud would have been massive, and it would have killed the forest and possibly us, and two, it just confirmed where we are."

"Confirmed where we are? How the hay did it do that?"

Twilight smiled. "There's only one place in Equestria where trees could get totally vaporized, and then grow back a few minutes later."

Applejack stared. "And where would that be?"

Trixie walked up, interrupting Twilight. "Honestly, Applejack. You lived by this forest your entire life, I would think you would remember it."

Applejack's eyes widened as she realized what Trixie meant.

"You mean…."

Trixie nodded. "The Everfree Forest."

"And that means" Twilight said, taking the lead again, "we're close to Ponyville."

Twilight turned to Trixie while Applejack gaped. The purple unicorn had a warm smile on her face, and for the first time in a long time, a twinkle in her eye.

"Get everypony ready, Trixie. We're going home."

\\\\

Twilight Sparkle trotted quickly through the bustling crowd of ponies. All around her, ponies were gathering whatever they had brought with them in preparation for their trip to Ponyville. Since Trixie was the one in charge of getting everypony ready, Twilight had decided to use the brief moment she had to go and see Spike.

The medical area quickly came into view. All of the injured or sick ponies had been gathered into one area. A tarp had been placed above these ponies, and many of them lay on the grass. Inside, the motionless forms of Princess Celestia and Princess Luna lay on two of the few cots available, while directly outside of the tarp, a large, purple and green dragon lay.

Twilight slowed her pace as she approached Spike. As he came more into view, her heart sank. His scales were bent, and in some cases completely broke, and even with his wings folded up, she could see where they were torn and shredded. She slowly walked over to where his head rested, and kneeled down next to him.

"Hey." she whispered softly into his ear.

Spike cracked one of his eyes open. At the sight of Twilight, a grin broke out on his face, displaying his wicked sharp teeth.

"Twilight. Why is it that whenever I get a chance to sleep, you wake me up?"

Twilight smiled. "I don't want my Number 1 Assistant sleeping on the job."

Spike continued to smile, but his eyelids fluttered shut again. "It hurts Twilight."

Twilight felt her eyes water up, and a heaviness filled her heart. She placed a hoof on Spikes head, and nuzzled him gently.

"I know it does, Spike."

"I thought dragons were supposed to be invincible." Spike continued. "Boy, that worked out well for me."

Twilight couldn't help but laugh. Through the free flowing tears, she sputtered out a thick laugh, before wiping her tears away with a hoof, and sniffing. Spike grinned even more, and gently nudged her with his claw.

"There, see? Don't act like I'm dying, Twilight, cause I'm not. I'm just….under repair for a while."

Twilight chuckled again, and she planted a kiss on Spike's cheek. Spike groaned, and playfully swatted at Twilight, who simply ducked under his claw.

"So, we're going back to Ponyville, huh?" Spike asked once they had settled back down.

Twilight nodded. "Yeah, we are. How'd you know?

"Heard some ponies talking about it. Plus, I recognize the forest. We're only about a mile away from Ponyville, if I'm right."

Twilight smiled softly. "Yeah, you are."

Twilight stood back up, and looked over at the two Princess'. "How are they doing?" she asked quietly.

Spike managed to shrug, albeit with a pained expression. "Not bad, considering what happened. Celestia hasn't woken up yet, and Luna's been in and out of it all day. They'll live though."

Twilight nodded grimly, before turning back to Spike. She looked down on him for a few seconds, and her heart dropped as she looked at his injuries. Part of her told her to stay with him, but she forced herself to ignore it.

"I need to leave now, Spike. Trixie probably needs my help right about now."

Spike sighed, but he nodded. "Go on. We'll have plenty of time to talk on the way to Ponyville."

Twilight smiled slightly, and for a second, Spike looked as he had been before the war, before his first growth spurt. His voice, now much deeper, slightly ruined her reminiscing, but she still managed.

"Stay out of trouble, okay?"

Spike smiled. "Definitely not."

Twilight nudged him with her hoof. She then turned around, and with a deep breath, walked away.

\\\\ 

Two hours passed before the large herd of ponies, part from the camp and part from Las Pegasus, finally began the journey to Ponyville. While only a mile long walk, their path took them directly through the Everfree Forest, causing fear and tension to soar.

Behind the main group of ponies, the medical area floated along. All of the injured ponies were suspended in the air by magic, and were pushed along in an orderly line. Meanwhile, in the main group, very little, if any, talking took place. Most ponies shot nervous glances out into the trees, while others stared directly at the ground.

"Why the hay are all these pony-folk scared of a little woods?" Applejack wondered aloud to Rarity. "Ah' mean, we're in a war, for landsakes!"

Rarity rolled her eyes. "Applejack, quit being so rude. For one, you know this forest better, and two, most of these ponies are civilians. They haven't seen what you and I've seen!

Applejack groaned. "But look! Even Fluttershy's doin' it, and she's seen just as much as we have!"

"Applejack, please remember that you are speaking about Fluttershy. She may no longer be afraid of her own shadow, but she still is one of the most easily frightened ponies I know, even if she does fight gargoyles on an almost daily basis."

Applejack chuckled, and Rarity continued. "Besides, if you really want to talk about ponies acting odd, you should go talk to Rainbow Dash. She has been acting incredibly strange ever since the battle."

Applejack immediately stopped smiling. "Yeah, Ah' know. I sent Twi' to talk to her about it, but with all the commotion with the city and what not, Ah forgot to ask about it."

Applejack looked behind her, and saw Twilight walking along next to Spike, who was managing to walk as well, although slowly. Applejack nudged Rarity, and the two of them dropped back to where they were standing beside Twilight.

"Twi." Applejack started, showing no restraint. "You talked to Rainbow, right?"

Twilight gave Applejack an odd look, and then nodded.

"What did she say?" Applejack asked.

Twilight paused for a second. She looked down, then at Spike, before finally looking back at Applejack. Twilight took a deep breath, and spoke.

"She says she saw Derek."

Rarity made a strange noise. "Derek?"

Twilight nodded. "Yeah, Derek. I know, I was confused too. But she says that he managed to regain control, if only for a few seconds."

Applejack let out a long breath. "So he ain't dead."

Twilight shrugged. "Apparently not."

"What are we gonna do about it, Twi?"

Twilight was about to answer, but she stopped. Her eyes suddenly warmed over, and a smile broke out on her face.

"We'll do something, A.J. For now, let's try to enjoy this."

Applejack's brow furrowed. "Enjoy what?"

"We're here."

Applejack followed Twilight's gaze. She saw that the herd now stood on hill at the very edge of the forest. Her eyes finally rested upon the object that held Twilight's fascination: Ponyville.

The town was very different to the one that filled up their memories. Many new, shabby looking buildings stood in the town, hardly blending in with the old ones. Many buildings were still charred and broken from the attack on Ponyville, giving an eerie feel to the town they had called home.

In the distance, a two ponies were making their way towards the herd. One was a yellow earth pony with a red mane, and the other was a white unicorn with a purple and pink mane.

"Applebloom." Applejack breathed, before rushing down the hill towards her sister.

"Sweetie Bell!" Rarity cried, following Applejack's lead.

Twilight watched as the sisters reunited and embraced, and a warm feeling rose up in her heart. She smiled, and began to descend down the hill as well. Just as she was about to reach the reunited sisters, Twilight was pushed to the side.

Twilight managed to recover just in time to see Scootaloo wrap Applebloom and Sweetie Bell up in a hug. The orange pegasus quickly broke down into sobs, surprising the other two.

"Look, Twi." Applejack said, grinning. "It's the Cutie Mark Crusaders reunion!"

Twilight laughed. "Too bad they're no longer crusading for their cutie marks. Or maybe that's a good thing?"

Indeed, the Cutie Mark Crusaders had long ago found their cutie marks. Sweetie Bell's was a shimmering single eighth note that was made of diamond. Applebloom's was a hammer placed over a large, red delicious apple, and Scootaloo's was a flaming, streamlined skull. Each one represented they're talents well, from Sweetie Bell's musical love, to Applejack's ability at architecture, to Scootaloo's agility and daredevil attitude.

From afar, Rainbow Dash watched the reunion. She couldn't help but smile at the sight, though a deep sadness remained inside of her. Suddenly, she felt a gentle hoof on her shoulder. Looking over, she saw Fluttershy and Pinkie Pie looking at her, warm smiles on their faces.

Rainbow smiled back, and allowed herself to be pulled into a hug.

"We're home." Fluttershy whispered into Rainbow's ear.

_It will only be home when Derek is here. _Rainbow thought, before allowing herself to become fully enveloped into the hug.

\\\\

A dry wind tore through the air. Sand and dust spun through the air. In the distance, the ruins of Las Pegasus continued to crumble. The ground, once all sand and dirt was now black, and contained a large crater. There was no life.

And then, there was. Slowly, in dramatic fashion, a black, smoldering ooze crawled out from the crater. It slimed its way across the ground, leaving an acidic trail in its wake. Then suddenly, it stopped. The Darkness, for this is what it was, burst into a vapor, and floated away.

Meanwhile, at the bottom of the crater, in the very center, lay a body. A human body. This body glowed a burning white; a white of purification, a white of _redemption. _The ground around the body crackled with energy, and electricity lanced around it. And then, it all stopped.

Derek opened his eyes.

\\\\\

_I know, it took me longer to get a shorter chapter out. I shall be lashed severely. _


	8. Chapter 8

**Chapter 8**

_Well, I've actually mapped out how the rest of the story will go! Man, I can't wait to show you how this thing is going to end!_

There was blue.

A tint of white came in.

. He blinked. His eyes scanned the strange blue and white landscape, searching for a sign. Slowly, his sense of direction returned to him.

_The sky._

Cautiously and deliberately, he lifted himself from his back into a sitting position. A stinging sensation came upon his cheek. The wind picked up, throwing more dust and sand onto his face, and the stinging increased.

Flinching, he raised an arm up, and covered his face. He planted his other hand into the dirt, and used it to push himself up. He stood, looked around briefly, and began to take a step.

He promptly collapsed.

He sat there, breathing heavily while being pelted by sand. And then, he tried again.

The result was the same.

On the third try, however, his feet stayed planted. Very slowly, he began to walk. His pace was awkward and forced, like a toddler taking his first steps. And yet, with each step, the motion felt more and more familiar, as his body remembered. He didn't even stumble as he ascended the walls of the crater.

With a burst of energy, he clambered out. Pausing for a breath, he looked around. All around him was desert. In the distance, a city burned and crumbled. He recognized the city, but he couldn't name it.

He shrugged, and resumed walking. He walked faster than he had before, and soon, it turned into a jog. Then a sprint. He felt the ground fly underneath his feet, and the wind in his hair. Energy coursed through his veins. A smile broke out on his face.

And then he stopped.

_Why?_

This thought rang out in his mind.

_Why does this feel so good? _

The question filled his mind, and he sat down again. The wind calmed, giving the scene a startling stillness. Even the fires of the city seemed to freeze.

He closed his eyes, and thought.

And then, _he remembered._

His eyes shot open as the memories filled his head.

_The cave! The Darkness! Manehatten!_

__These images shot through his head, bringing names and recognition with them. He began to realize where he was, and what he was doing here. One image in particular, that of a cyan pegasus with a scar on the right side of her face, wearing a strange armor, stuck out to him.

_There was a battle….I fought…a pony named….Rainbow? And then I exploded._

These memories were vague. However, when he thought of the rainbow pony, his heart burst with feelings of friendship and joy.

_Okay, so I know the rainbow one….I think._

More images of ponies filled his mind. Each one got a similar outburst of emotion from him. A few names even filled his mind, though he couldn't place them with a face.

_Twilight….Trixie….and Fluttershy…._

Each name rung a bell, and each name made him want to find these ponies even more. He knew them, that much was clear, and they could help him remember. With a determined grin, he stood back up, and began to walk, away from the burning city.

He had no idea why he chose to walk the way he did, but something in his heart told him that this was the right way to go, and at the moment, his heart was all he had.

As he walked, he began to notice more about himself.

He was clothed in black armor with a skull on the front. The armor was burned and dented, and looked as if it hadn't been properly cared for, or even taken off, in quite a while.

He grabbed at the armor, and was surprised when it all fell off the moment his fingers pulled at it. For a brief second, he swore the armor knew he wanted it off, but he quickly dismissed that idea. He stepped out of the now discarded armor, and, wearing only a dirty t-shirt, pants, and boots, he continued on.

He noticed his hair, which was long, brown, and very dirty. The remains of a hair band hung in the mat of hair, which he quickly fished out and tossed.

He continued walking. His legs began to feel more familiar, as did the rest of his body. His back began to itch, and he reached an arm behind him to scratch. The moment his fingers made contact with his back, his mind reacted, and he remembered.

_I have wings!_

As if on cue, his wings burst out, though he didn't know from where. He slowly flapped the wings, as if they were dangerous, though the certainly felt familiar to him. He looked them over as well, and was surprised by how clean they were.

As he gazed at his wings, his mind suddenly reeled. This entire time, he had been wandering around, remembering things, and yet, even as this happened, he still didn't know the most important thing.

Slowly, he sat down in the middle of the desert, that one question now filling his mind. This question, one that he knew the ponies would answer, began to fill his very soul, and it echoed around his mind.

_Who am I?_

\\\\

Rainbow Dash lay on the low hanging cloud she had corralled, allowing herself a rare moment of relaxation. Below her, Ponyville bustled with activity that it hadn't seen in 3 years.

"Rainbow Dash!" a cheerful voice called out.

Rainbow rolled over, and looked off the edge of the cloud. She saw Pinkie happily trotting up towards her, covered in dirt.

"What's up, Pinkie?"

Pinkie smiled as she came to a halt. "I need you're help!"

Rainbow sat up, and cocked her head curiously. "With what exactly?"

"My helicopter-thingy!"

Rainbow rolled her eyes. "Pinkie, I've never been good with mechanical stuff. Shouldn't you ask Apple Bloom instead?"

Pinkie shook her head and giggled. "I know you're no good with fixing stuff, silly! Besides, Apple Bloom is already helping! I just need you to help with testing it!"

Rainbow Dash frowned, and hopped down from the cloud. She landed lightly on her hooves in front of Pinkie Pie, who just sat and smiled.

"What exactly would I be doing?"

Pinkie giggled. Her laugh was bright and happy, though it seemed to carry on for far longer than it should have. Rainbow frowned as Pinkie began laughing even harder, to the point where she sounded maniacal.

Rainbow Dash gaped as Pinkie laughed. The pink pony started to change, her features morphing into strange shapes and textures. Rainbow found herself backing away, her eyes remaining frozen on Pinkie. Her flank bumped into something, and Rainbow quickly turned around.

A gargoyle stood in her way. Rainbow Dash shrieked, and reared around. Where Pinkie had been sitting, now stood a gargoyle. It took one look at her, and screamed violently. Rainbow gaped in terror. Her eyes scrambled to find a way of escape, but she saw that she was surrounded by gargoyles. All of them faced her with salivating mouths and itching claws.

Rainbow Dash spun around, trying to find a way out. As she did so, she saw that she was no longer in Ponyville. The town had transformed into a city, with massive towers and large, dusky cobblestone streets. All around her, a war raged. Explosions rained down on Rainbow as she watched pony's fight gargoyles, or rather, get slaughtered by gargoyles. She even managed to catch a glimpse of what looked like a human amidst the chaos.

_Oh Celestia….Manehatten! _

Rainbow Dash's eyes widened in terror, and she spun back to face where Pinkie had been. She turned just in time to see a gargoyle launch at her. Its opening mouth and outstretched claws filled her vision….

\\\\

"AHHHHHHHHHHH!"

Rainbow Dash shot into the air. She swung wildly with her hooves, attempting to hit anyone and anything. She felt her hooves connect, before suddenly, her limbs were slammed against her side by force.

"RAINBOW DASH!" A voice boomed.

Rainbow frantically opened her eyes, and saw Fluttershy, Pinkie Pie, and Twilight all standing beside her, wide eyed and staring. Fluttershy had a cut on her left cheek, and was already starting to bruise.

Rainbow breathed in heavily a few times as Twilight released the magic, allowing the pegasus to sink back into her bed. She lurched up, and sat there for a few minutes, panting, while wiping the sweat and hidden tears off of her face.

"Are you okay?" Fluttershy asked, sitting down on the bed.

Rainbow nodded, still breathing hard. "Manehatten….well, sort of." She panted out.

Fluttershy nodded sympathetically, while both Pinkie and Twilight stood there, looking confused.

"They're happening more and more." Rainbow said after a few more minutes.

"Shh, its okay, it'll be alright." Fluttershy said softly.

Twilight and Pinkie both awkwardly shuffled their hooves. After a few minutes, Fluttershy and Rainbow Dash both stood, and faced the two ponies.

"Are you okay Dashie?" Pinkie asked.

Rainbow nodded, albeit weakly. "It's just a nightmare that keeps coming back. Nothing I can't handle."

Rainbow offered a smile that bore some of her usual confidence. Neither Twilight or Pinkie bought it, but they didn't say anything.

"Oh, I almost forgot! Dashie, come with me, I need you're help!" Pinkie suddenly blurted out.

Rainbow stiffened slightly. "With what?"

"Well, I found one of my old helicopter designs in the Cake's old place, and I decided that we need another one since they're really useful and plus I haven't flown one since Detrot City, so Apple Bloom and I fixed it up, and we need help testing it!"

Twilight thought she saw fear flash in Rainbow's eyes, and the cyan pegasus noticeably backed up a bit, before she stopped, and relaxed.

"Oh….alright. I'll help, but…keep the laughing to a minimum, please?"

Pinkie smiled as she trotted out of the room. "Okie dokey lokie!"

Rainbow sighed, and slowly followed the bright pink pony. Twilight and Fluttershy watched them leave, and Fluttershy slowly walked up beside Twilight.

"Fluttershy." Twilight said. "What happened in Manehatten?"

Fluttershy sighed sadly. "I don't know Twilight. Rainbow never talks about it, and neither did Derek, and I haven't met any other survivors. It had to have been horrible though, to cause both Derek and Rainbow nightmares."

Twilight looked at Fluttershy. "Derek had nightmares too?"

Fluttershy nodded. "He had one that night after Detrot. I woke up to his moaning and talking in his sleep. When I woke him up, he nearly attacked me, that's how frightened he was."

Twilight blew out a held in breath. She shook her head, and went over to look out the window. A few storm clouds were gathering, and the wind was picking up. Twilight saw Pinkie leading a timid looking Rainbow Dash away.

"Somepony needs to talk to her." Twilight said

Fluttershy couldn't agree more.

\\\\

His powerful wings beat against the wind, propelling him forward. He closed his eyes, and imagined the ponies once more, and again, his heart filled him with joy, and told him where to go.

He had long since left the desert, and now, pure forest flew by below. He still had no idea where his destination was, but he was determined to find it.

And still, he felt lost. His memory was full of holes and blanks, and yet he could feel what filled up those holes and blanks deep within him. He would start to remember, but then suddenly, it would be snatched away.

A howl from deep within the woods took his attention. He pulled to a stop, and hovered in mid-air, flapping his wings lightly to stay aloft. The trees began to rustle, as if something was pushing them aside to get to him, and he narrowed his eyes.

With an explosion of leaves, 20 gargoyles leapt from the forest. They locked their eyes on him, and charged.

He acted on pure instinct. He swung himself around, and with a powerful sweep of his wings, shot through the air. The gargoyles followed. He pumped his wings hard, keeping his eyes ahead, but all he saw was forest.

He turned his head, and saw that the gargoyles were gaining on him. Fear gripped his heart, and he pumped his wings even harder. The forest was now just a blur, and the wind pulled at his features. Water flew out of his eyes, and he gritted his teeth against the pain.

_Can't catch me now, huh? _He thought victoriously.

At that moment, a clawed hand slammed into his thigh. Pain roared through him, and he let out a scream of agony. His wings buckled, and he plummeted down. Branches and leaves slowed his descent, but only slightly.

He crashed into the ground with a mighty force, shaking some leaves from the trees. He lay unmoving, his wings splayed and broken along with his body. He heard the gargoyles land near him, and he slowly opened an eye.

The gargoyles were walking towards him, showing no urgency. He began to try and crawl away, but the searing pain forced him in one place.

They were now 5 feet away. Their pace increased to a run. Their mouths salivated, and their fangs and claws outstretched towards their prey. He closed his eyes and threw out his hands….

A strange surge of energy flowed through him. The energy wrapped itself around him, and removed his pain. A strange noise that could only be described as a _swoosh _filled his ears, and he was covered in light.

Just as quickly as it happened, however, it was done. He opened his eyes, and gasped. He was in the same spot, in the same position as before. His arms were outstretched in front of him, a last attempt at self defense. The only difference was, he felt no pain.

And then he noticed. For one, all of the cuts and bruises that had been on his arm were gone. In fact, when he tried to move his wings, they felt and acted fine.

"The fuck…" he muttered, slowly rising to his feet.

He then saw the bodies.

20 charred gargoyle corpses lay smoldering on the ground in front of him. Each one was burnt to a crisp, and, as the wind picked up, crumbled into dust and was swept away.

Derek remained frozen as the bodies disintegrated. He watched each individual piece of gargoyle slip away into the air, his eyes wide as saucers. Even after the final gargoyle was swept away, he remained frozen.

Something felt familiar to him. He knew the feeling that had surged through him, though, like many of his other memories, he couldn't remember where. His mind was still reeling from the attack, making thinking a hard process. So he did the only thing he could think of.

He flapped his wings, and flew away.

\\\\

Rainbow Dash hovered above the ground, her eyes focused squarely on Pinkie Pie. The pink pony was currently clambering into a mass of rotor blades and metal, with a few levers here and there. A small chair sat in the front, with a small windshield in front of it.

Pinkie Pie positioned herself in the chair, and pulled the safety belt over her. She strapped on the goggles, and placed her hoof on one of the levers.

"You ready, Rainbow?" she shouted.

Rainbow nodded.

Pinkie nodded back, and turned to Trixie, who stood close by.

"Alright, Trixie, lets get her up!"

Trixie closed her eyes, and her horn began to glow. The helicopter began to glow as well, and there was a spark of light. Slowly, the rotors began to spin. Trixie released her hold of magic, and opened her eyes to catch a view of the scene.

The blades spun faster and faster. Pinkie Pie kept her eye on the blades, and slowly began titling one of the levers back. The helicopter wobbled and shook, before suddenly jumping an inch off the ground.

"C'mon…" Pinkie growled, clutching the vibrating lever tightly.

The helicopter began to inch higher and higher. A small whirlwind of dust kicked up underneath it, making it hard for the others to see.

Then, without warning, the helicopter shot up far above the ground. An audible scream of joy came from the helicopter as it rose past where Rainbow Dash was

All eyes followed the helicopter as it slowly stopped ascending. It hovered for a second, and then began to move horizontally.

Rainbow flapped her wings, and soared up beside the machine. Inside, Pinkie was working hard, pulling various levers, checking gauges, and steering.

"You alright in there Pinkie?" Rainbow asked.

"Never better, Dashie!" Pinkie replied happily.

Rainbow Dash smiled. The helicopter began to move away from Rainbow, though at a very slowly pace. Rainbow, meanwhile, found a nice soft cloud, and sat down. Her hind legs hung over the side, and she gazed out over Ponyville.

A soft bump alerted her to Fluttershy's presence. Rainbow turned, and saw her friend sliding gently up next to her. Rainbow Dash sighed, and looked back out.

"Hey, Fluttershy."

Fluttershy smiled. "Hello Rainbow. How did the test go?"

Rainbow gestured towards the still flying helicopter. "It's still going on."

"I see." Fluttershy said.

The two remained quiet for a while, each one looking down on Ponyville. Eventually, Rainbow broke the silence.

"Can you believe it's been almost three years?"

Fluttershy shook her head. "Almost four if you count that boot camp we went to."

Rainbow Dash cocked her head, before giggling. "Remember our drill sergeant? Sergeant Sprinkles or something?"

Fluttershy laughed as well. "Yeah. He always yelled at us for something."

Rainbow felt a few tears in her eyes, but she wiped them away. "Derek never could get over his name. He would always make fun of it secretly."

Fluttershy looked over, and saw that Rainbow was crying. She leaned over, and embraced Rainbow, who fell into the hug. Rainbow Dash began to sob into Fluttershy's neck uncontrollably.

"Shh." Fluttershy whispered, tearing up as well. "It's okay."

"I just don't understand it!" Rainbow sobbed. "Why did this all have to happen?"

Fluttershy closed her eyes, and cried with her friend. They sat, hugging and sobbing as the sun slowly set on the horizon. Pinkie had long ago landed the helicopter, and everypony as beginning to turn in for bed. The two on the cloud paid no attention.

Finally, they broke apart. Both of them wiped away the dried tears, and resumed sitting quietly on the cloud.

"You okay?" Fluttershy asked, sniffing quietly.

Rainbow nodded. "It's just that I haven't had much time to think about all of what's happened. Ever since the war started it's been non-stop fighting."

Fluttershy smiled softly. "Yeah, I know. And this may be the only time we get to think about it."

Rainbow shot her a curious look.

"Twilight managed to get in contact with General Leaf Trot." Fluttershy continued. "His regiment is a few miles south of us, and will be here tomorrow."

Rainbow Dash sighed. "Back to reality then."

Fluttershy nodded.

Rainbow Dash continued to gaze at the night sky. Without looking, she spoke.

"How are the Princesses doing?"

Fluttershy shrugged. "They're healing, mush faster than anypony I've seen, but it will be a while before they're 100 percent."

"And Spike?"

"He's a dragon. Dragons are tough. But he got hurt pretty badly, so I'm not sure. He's in no condition to fight, and that's really all I know."

Fluttershy was about to go on, but Rainbow pushed a hoof up against her lips.

"Shh." Rainbow whispered.

The cyan pegasus' ears were perked up, and her head was cocked to the side. She didn't look at Fluttershy, but rather below them, at the Everfree Forest. Fluttershy took the hint, and listened intently as well.

The sound of foliage being crushed and leaves being shuffled answered her.

"Hear that?" Rainbow asked.

Fluttershy nodded. "It sounds bigger than any animal that lives around here."

Rainbow looked at Fluttershy. "Gargoyle?"

Fluttershy's voice was barely a whisper. "Most likely."

Rainbow pushed off of the cloud, and into the sky. She turned back towards Fluttershy, and beckoned.

"C'mon, lets go."

Fluttershy sighed, and joined her friend in the air. Together, the two of them descended towards the noise, which was quickly making its way through the trees. Quickly judging its path, the two of them flew out in front of it, and landed by a tree. A bit of moonlight shown through a break in the trees, creating an eerie glow.

"Alright, we're going to ambush it here. If it's a gargoyle, I can handle it, but if not, I may need you to help, or at least get help. Got it?"

Fluttershy nodded, and the two waited.

\\\\\

He pushed his way through the thick trees, sweating profusely. There seemed to be no end in sight to the forest, and each step he took drained his energy. He was too tired to fly, or even hold his wings up, so now they dragged behind him. He knew he should stop and rest, but his heart prevented him from doing so.

Up ahead, a break in the trees allowed for a sliver of moonlight to shine through. He smiled at the sight. He may have been sweaty, tired, covered in small cuts, and have no clue who he was, but he could still appreciate beauty.

As he neared the clearing, his ears picked up something. He immediately stopped walking, and listened. A small breeze blew through, stirring some of the leaves above him. By the time they had settled down, the noise was gone.

_Must have been the wind. _He thought to himself.

He continued walking, though more cautiously than he had before. As he neared the light bathed area, he slowed to a crawl, and his eyes darted around. His ears strained for the slightest of noises.

"NOW!"

The cry came from behind a large tree. He turned, just in time to see a pair of hooves slam into his chest. He stumbled back, his eyes watering from the pain. Two ponies stood in front of him. He could not see their features, though their outlines looked familiar to him.

He had no time to try and figure out who was attacking him, for they both jumped after him. He avoided both their attacks, and with a sudden burst of energy, clambered up the side of a tree. He looked down, expecting to see them both looking up, but to his surprise, he saw nothing.

_Where did they go? _He thought frantically. He had no intention of hurting the ponies, though he strongly doubted that he could in his weakened state.

A strong hoof planted itself in his face, ending his search. He flew off the tree, and crashed into the ground. Stunned, he rolled onto his stomach, and began to stand up.

Another buck sent him sprawling forward. He spat some blood out of his mouth, and rolled back onto his stomach. Slowly, he began to crawl forward. The sound of hooves hitting the ground sent fear into him.

His eyes focused in on the moonlight bathed area. He close to it, and the sight of it made his pace quicken. Behind him, the two ponies began to charge after him.

He entered the light right as they were upon him. With a cry of fear, he closed his eyes and whirled around, expecting a blow.

None came.

Slowly, he opened his eyes again, and saw the two ponies, the one closest to him with its hoof raised in preparation for an attack, standing frozen. Their features were still hidden from him, thought the hoof in the air appeared to be trembling.

The hoof dropped suddenly, and took its place on the ground. Slowly, the pony began to walk forward. He tensed slightly in fear, but held his ground. The pony hesitated for a second, and then, entered the light.

He gasped. It was the rainbow pony from his memories.

Her eyes were large orbs, and her mouth hung agape, as if she couldn't believe what she was seeing. She slowly made her way to him, were every inch of him was scrutinized by her gaze.

Their eyes met. He could see confusion, as well as tears in the rose colored orbs. Her back legs gave out, and the other pony ran forward to help. This pony was a soft yellow, and was also a part of his memory. She stared at him for a second, before rushing to the rainbow one's side.

The rainbow pony continued to stare at him. Her mouth moved, but no words came out. He could feel his energy draining, and his hold on consciousness became weaker.

Finally, the rainbow pony spoke. Her voice was a hoarse whisper, filled with doubt, but at the same time, hope.

"Derek?"

He smiled. "So that's my name."

His vision went black. His eyes rolled up into his head, and he slumped into the ground, unconscious.

Rainbow Dash slowly stood up, and walked over to his still form. Tears streamed from her eyes, and she knelt down next to him.

"Oh Celestia…" she muttered. "Derek!"

\\\\

_I can't believe the season ends next Saturday! And I can't believe this fanfic is almost over! Man, time flies! Please review!_


	9. Chapter 9

**Chapter 9**

_Well, Season 2 is over. It's been great, but now the long wait for new episodes begins. And as the season ends, this fic, which I've been writing for a long time, is drawing to a close._

_Running. That was all he knew. He ran from everything. The Darkness, his past life, his friends. Everything was attacking him, and he was scared._

He stirred.

_The rainbow pony, her colorful mane glistening in the moonlight, an evil, sadistic grin on her face as she watched him get torn apart._

Violent spasms.

_The faces of everyone he knew, watching as the damned gargoyles pulled him apart. He tried to fight back, but there was no use._

_Tall, looming buildings that reeked of death were everywhere. He couldn't escape._

His eyes snapped open. They jerked around, confused and scared, trying to make sense of the sudden change. It took a few moments for him to realize that a pony was speaking to him.

"Derek" the pony was saying. "Can you hear me? You need to calm down."

His eyes adjusted to the pony. She was a purple unicorn, with a dark blue mane, save for a pink streak. He recognized her.

Slowly, he scanned around him. He was surrounded by ponies. Unicorns, pegasus, and earth pony's all stared at him, looking as though they were readying for a fight. There was even a dragon in the mix, though it didn't look like it could take much due to its many obvious injuries.

He looked behind him. A small house sat directly in his view. The door was off its hinges, and all the windows were blown out. A few beat up looking ponies were stumbling out of it, regarding him with a mix of fear and contempt.

He quickly realized why he was getting the looks. Magic was flowing freely within his body, creating a strange aura around him. He could feel the power coursing through him, and with a smile, he released some of it into the ground.

_Bad idea. _He thought immediately.

The magic slammed into the ground, vaporizing everything in its path. A deep, narrow hole now lay where there had once been grass. The ponies instinctively backed up even more, and their stances tensed. A few unicorn horns lit up, and some pegasai flared their wings in preparation for battle.

He looked around at all the scared faces, before his eyes settled back on the unicorn. Her eyes seemed to plead with him, and he could see the fear in them.

"Derek…" she muttered. "Please."

He knew they were afraid of him. They should be. He had the power to wipe them all out without even much of a thought!

_I could kill every last one of them right now _he thought, looking down at his glowing hands.

And yet that thought put more fear into him than he put into the ponies. With a shaky breath, he allowed the magic to slip away, and the aura disappeared. The unicorn let out a sigh of relief, as did all the other ponies. Slowly, the crowd began to disperse.

The unicorn stayed, however. She approached him, albeit cautiously, and spoke directly to him.

"Are you okay?" she asked.

He nodded. "What happened?"

The unicorn shrugged. "You were in some sort of magical trance. One second, you're asleep in bed, the next, all of the nurse ponies are being thrown against the wall, and you're standing around looking like a very angry god."

He chuckled. The two stood there for a little bit, contemplating what had happened. This time, he spoke first.

"You and the rainbow pony called me Derek? I assume that's my name?"

She nodded. "Rainbow said you didn't remember. Mild amnesia, the doctors were calling it. It's normal, I suppose, considering what happened to you."

"How long was I out?"

Twilight sighed. "Two days."

He grimaced. "I can remember….everything with the Darkness, but people…" he paused. "or rather, ponies….not so much. You seem familiar though."

She smiled at him. "Well of course I do. My name is Twilight Sparkle. We're friends."

The name clicked. Immediately, memories of her rushed back into him. Derek closed his eyes, and allowed all of them to flash before his eyes. When he opened them again, his eyes did not settle upon a stranger.

"I remember you, Twilight!" He exclaimed, joy filling his heart.

Derek wrapped Twilight up in a massive hug, one which she gladly returned. They separated after a few moments, each one wearing a smile.

"What did you do?" Derek asked. "How come I can remember you now?"

Twilight shrugged. "The amnesia is only short term, caused mostly by the fact that you were possessed and your mind is confused. It won't take much to get you to remember everything."

Derek grinned even more. "Let's go then!"

"Go where?"

"Let's go re-introduce me to everypony!"

Twilight gave an over exaggerated sigh, and followed along. Slowly but surely, they made their way through town, talking to everypony that they could find. Most of the time, all it took was a name to allow Derek to remember the pony, and sometimes, he would recognize them immediately, with no names required. Some ponies merely smiled, and welcomed him back. Others had bigger reactions.

"DEREK!" Pinkie squealed, leaping onto him as soon as he greeted her.

"WOAH!" He yelped in surprise as the pink blur slammed into his chest.

The two of them toppled to the ground, with Pinkie hugging Derek as tightly as she could. His eyes bulged a bit as he felt the air get squeezed out of his body by the embrace.

"OhmygoshIcantbelieveyourback, so…"

A hoof jammed itself in Pinkie's still running mouth. She glanced up, and saw that the hoof belonged to Twilight, who was giving her the oddest look.

"Pinkie." She said, a bit of annoyance in her voice. "Breath."

Pinkie complied, and sucked in a large gulp of air. As she did this, Derek peeled her off of him, and stood back up, chuckling.

"Nice to see you to, Pinkie." He said with a smile.

Her grin answered him, and he couldn't help but feel warm on the inside. Despite the fact that he remembered her completely, he still felt as if he were seeing her for the first time.

Next came Rarity. The white unicorn was sitting in what used to be her home, the Carousel Boutique, sorting through some old materials she had left behind.

"Rarity!" Twilight chimed as she walked through the door. "You need to say hello to someone?"

She turned around to face them, a ruby in her mouth. The moment she laid eyes on Derek, the ruby dropped to the ground, and her eyes widened. He smiled at the sight of her, and allowed the memories to come rushing back.

"Good to see you again, Rarity." He said.

She nodded. "Likewise." Rarity then turned to Twilight. "I heard about what happened this morning. Is he….okay?"

Twilight nodded. "That was just reflex. He's perfectly fine, save for some memory loss, which we're curing right now."

Rarity cocked an eyebrow. "I see…"

"Say Rarity, I need to ask you a favor."

Rarity turned her eyes back to Derek. "Go on."

"I sort of lost my armor in the desert. Could you make me a new one?"

Rarity's eyes narrowed. Derek grimaced, and knew he had said something terribly wrong.

"You LOST that armor? The armor that I specifically made for you, the armor that took four full days to make?"

He nodded sheepishly.

"Derek…do you have any idea how hard it was to get your armor to fit? To get the black gemstones that were necessary to make it?"

He shook his head. "In my defense…I was possessed…and I did kind of explode, so it was pretty damaged."

Rarity sighed. "Yes." She said with a hint of venom. "I can make you some new armor. In fact, I'll make us all new armor. The ones we have are falling apart as it is."

With a shrug, Twilight left, and after thanking Rarity, Derek followed. The two of them spent the next hour introducing him to various ponies, before running into Applejack and Trixie.

"You two seem familiar." Derek said, approaching the conversing ponies.

Applejack cocked her head at him, while Trixie just stared, obviously a little afraid.

"Derek." Twilight said, walking up beside him. "This is Applejack and Trixie."

"Ahhh." He said, smiling. "I remember you two. How's Applebloom?"

Applejack shrugged. "Not bad, considerin'. Darn girl keeps pesterin' me bout joinin the army."

He chuckled, and turned to Trixie. "And how's the Great and Powerful Trixie?"

She smiled at him. "Oh, she is quite fine, thank you, though that name isn't used anymore. It's just Trixie now."

He laughed again. "I know, Trixie, I'm just teasing. Say, you two know any other pony that I need to see?"

"Well, Ah' saw Fluttershy over by where Sugar Cube Corner used ta' be." Applejack said.

Twilight and Derek nodded in thanks, and headed over there. The name seemed to ring a bell for Derek, though he couldn't put a face to the name. That changed the moment he saw her.

"Oh shit." He said when he saw her.

"What?" asked Twilight.

"She was there. That night in the woods, she was there with the rainbow pony."

Twilight followed his gaze to Fluttershy. "Yeah, that's Fluttershy." She sighed. "Don't be to aggressive around her, she'll probably be real nervous, especially after seeing you in your….confused state."

Derek nodded, and slowly began to approach the yellow pegasus. She saw him coming, but stood there, waiting for him to get to her. Twilight watched as Derek began to speak to her. She couldn't make out what he was saying, but Fluttershy appeared to be taking it well.

All of a sudden, Fluttershy jumped up and wrapped Derek up in a hug. Derek seemed taken back at first, before wrapping his arms around her as well. The two stood there, locked in embrace as the minutes passed by and Twilight watched, before breaking apart. A few more words were said, and Fluttershy pointed towards the sky above Sweet Apple Acres. Derek nodded, and quickly unfurled his wings. He had taken off before Twilight managed to reach him.

"Fluttershy." She asked. "Where is he going?"

Fluttershy smiled softly. "To see Rainbow Dash."

\\\\

The clear blue sky lay above her. A slight breeze blew through her mane, eliciting a satisfied smile, something that was rare from Rainbow Dash nowadays. With a grunt, she readjusted the soft cloud that she lay on.

"Rainbow?" A voice said softly.

She quickly rolled over, surprised, and saw Derek looking down on her. She lay there, staring at the human for what seemed like an eternity, saying nothing. When she did not speak, he carefully sat down on the cloud, using his magic to not fall through.

"You remember me?" she said finally.

He nodded. "It took me awhile, but I remember. Fluttershy helped, I asked her where the rainbow pony was, and she pointed me here and told me your name. That's when I remembered."

Rainbow sat up, keeping her eye on him. "And you're alright now? You're not gonna go all magic-y like you did this morning?"

He shook his head. "I'm A-okay."

She nodded, and then sighed. Her eyes remained on him, searching for any hint of doubt. And then, she broke.

Tears filled her eyes, and she grabbed Derek, and wrapped him in a hug. He took a shuddering breath, and returned the hug.

"Thank Celestia you're alright." She sobbed softly into his shoulder. "After what happened at Las Pegasus, I thought you were dead!"

"It's okay, Rainbow. I'm fine. I just need to know, how much damage did I cause?"

She pulled away from him, eyeing him curiously. "I thought you said you remembered?"

He shrugged. "I remember most of what happened before the possession. During it….things were a little hectic for me."

Rainbow Dash gave a sad sigh, and sank back into the cloud.

"You took out an entire squad of ponies."

He grimaced, but looked at her hopefully. "Is that it?"

She shook her head. "You fought Celestia and Luna at Las Pegasus. Luna's fine now, you just got her with some lightening, but Celestia wasn't so lucky. She's still bedridden, though that shouldn't last for a much longer. And…"

Rainbow hesitated, drawing a very concerned look from Derek. "Rainbow, what is it?"

She took a deep breath. "You killed Discord."

Derek closed his eyes, and visibly retreated, as if struck. "Oh…shit."

Rainbow nodded. "You were about to kill Celestia, but he interfered. Gave you all of his magic to, since apparently it caused his insanity. And then….you killed him."

Derek, somewhat surprisingly, laughed. "He gave me his magic? That would explain it."

"Explain what?" Rainbow asked.

He looked over at her. "I didn't break free on my own. Something helped me. I'm guessing the Darkness absorbed Discord's magic, lost its hold on me, and then my magic forced it out."

Rainbow gave a shrugging nod. "That would explain the explosion."

Derek laughed as well. "So, what? Are you guys just chilling here in Ponyville for a reason?"

"This is where we came after Las Pegasus." She said, gesturing towards the town. "We were supposed to meet up with General Leaf Trot a few days ago, but we haven't heard or seen him for awhile. Twilight thinks he may have run into some gargoyles."

He chuckled grimly. The two of them sat there for awhile, in silence, just enjoying each others company. Soon, the sun was just starting to dip west, and Rainbow spoke again.

"I missed you." She said softly.

He smiled sadly, and looked over. "Rainbow….we need to talk about something?"

She looked at him, curious. "About what?"

"Manehatten."

The name sent a shiver down her spine. Rainbow Dash bit her lip, and looked out over Sweet Apple Acres, and into Ponyville. The town seemed to be reviving itself to where it had been before the war, though Rainbow knew it was only temporary.

"Why?" she asked stoically.

"When I was possessed." He answered. "I was forced to live through it again. At least, most of it. And before that, I was having nightmares about it, and I know you were too."

Rainbow Dash grimaced.

"Rainbow." He pressed. "We may be the only survivors of Manehatten. There's no one else we can talk to about it!"

"I know, Derek, believe me." She snapped.

Derek recoiled slightly, surprised at the harsh tone. When Rainbow spoke again, her voice was much softer.

"You're right. I was having nightmares. I still do. Hell, I hardly go a day without thinking about that place." Rainbow shuddered. "So yeah, we'll talk about it. But not now. And before you complain, it's because there is another pony you need to talk to first."

He looked at her, confused. "Who?"

"Scootaloo. She's an orange pegasus with a kinda purple mane-"

"I know who she is, Rainbow." Derek interrupted. "There's no way in hell I could forget her. I assume that since we're talking about her, she made it to you okay?"

Rainbow nodded. "You saved her life that day. Everypony knows it but her. She thinks that she should have been there to help you, even though she would have died."

Derek sighed. "I'll go talk to her."

He left without another word. Rainbow Dash watched him fly away, and then returned her gaze to the sky. She couldn't help but notice that her heart beat a little easier than before.

\\\\

Derek found Scootaloo outside of Ponyville, sleeping underneath a tree. He softly landed, and, being careful not to disturb her, sat down. He immediately noticed the wetness underneath her eyes, and knew that she had been crying.

"Oh Scootaloo." He whispered.

The pegasus peeked an eye open at him, causing Derek to kick himself on the inside.

_Nice going, dipshit. _He thought, though he put on a smile for Scootaloo.

"Derek?" she asked softly.

He nodded. Scootaloo propped herself up against the tree, keeping her eyes on him.

"I heard you'd woken up." She muttered.

"I'm pretty sure everyone heard about it." He said with a chuckle. "It wasn't exactly discreet."

She said nothing more. Derek waited a few moments, before carrying on.

"Rainbow….she said we needed to talk."

That drew an irritated look from her. "About what?"

"You know what." He said flatly.

Scootaloo remained silent for a long time. When she finally spoke again, her voice was cold and harsh.

"I should have stayed."

Derek shook his head. "You would have died."

"How do you know?" she shot back accusingly. "For all you know, I could have helped!"

"Scootaloo, the only reason I'm alive is cause they wanted me to live, and I have way more experience and a world full of power in me! I had to send you back!"

"It wasn't your choice to make, Derek." She spat, turning away from him.

More silence fell between them. Neither of them did anything but sit, staring off into the distance, lost in thought.

"Scootaloo." Derek said finally. "Do you know much about Rainbow Dash?"

Scootaloo looked back over at him. "What do you mean?"

"Her family."

Scootaloo thought for a moment. "I mean I know she's an orphan and grew up with Fluttershy in the same orphanage. Why?"

Derek nodded. "Exactly. She and Fluttershy may be closer than anybody else in this group. But Rainbow…she considers you to be her sister."

Scootaloo frowned. "What?"

"Think about it. Twilight has always had Spike, Applejack has had Applebloom and the rest of her family, Rarity has had Sweetie Bell, Pinkie had the Cakes, and Fluttershy had her animals."

Scootaloo cocked her head. "What about Trixie? Or you?"

Derek shook his head. "Trixie is closest to Twilight. She and Rainbow are way too different to be very close."

Scootaloo bit her lip. "And you?"

Derek's face changed. His eyes became sad orbs, and he visibly slouched. "Scootaloo, I'm not even a pony. I don't belong here. The only thing linking me to Rainbow, hell, to anyone, is the Darkness. If there was no Darkness, I wouldn't be here."

He then looked Scootaloo straight in the eyes. "That leaves you, Scootaloo. You're the sister Rainbow never had. If she lost you….I don't want to think about what it would do to her. Before the mission, I made her a promise that I would protect you. I didn't make that promise for you, I made it for her."

Derek stood up. He stretched his wings out, and looked out into the sky. The sun was now starting to set, and the sky was turning many shades of orange and red. He spread his wings, but stopped, and looked back at Scootaloo.

"Hate me for saving your life, fine. I can take that. But Scootaloo…."

He paused. Derek looked back out into the sky, thinking about what to say next. With a deep breath, he looked back at the still sitting pegasus.

"Had you died that night, it would have destroyed Rainbow Dash. Everything I do to protect you protects Rainbow."

"I'll see you around, Scoots."

And with that, Derek was gone.

\\\\\

The sound of thick, heavy wings pushing through the air alerted Rainbow Dash to Derek's return. She sat back up, and watched as he landed rather roughly on the cloud. He almost lost his balance, but recovered quickly, before sitting down.

"You find Scootaloo?" she asked.

He nodded. "We talked."

"Did she handle it okay?"

This time, his head shook. "Nope. She's pretty pissed at me, actually. Says sending her back like that wasn't my decision to make."

Rainbow Dash leaned over, and placed a hoof on his shoulder. "You made the right call, Derek, even if she doesn't see it yet."

He snorted. "She's definitely got a warriors spirit though, thinking that death is better than retreat. It kind of reminds me of you."

Rainbow Dash chuckled. "She's young, and still trying to prove herself. I was the same way, except I was doing tricks instead of killing gargoyles."

Derek laughed too. "Yeah. I think she'll come around in the end, when she considers…everything."

Rainbow cocked an eyebrow at that, but said of it. Instead, she moved on to a different subject.

"So…" she said. "You said earlier that we needed to talk…about Manehatten."

He nodded. "We do."

"Alright." Rainbow sighed, making herself more comfortable on the cloud. "What exactly are we supposed to talk about?"

"I don't know." He said, somewhat disheartened. "It's just…..well, we've both been having nightmares, right?"

She nodded.

"Okay." Derek continued. "Let's talk about that."

Rainbow groaned, and fell back onto her back. "I feel like I'm at a psychiatrist!"

When Derek remained silent, she glanced up. He was staring at her, his eyes silently pleading.

"Rainbow, please. I need this."

Rainbow Dash sighed, and sat back up. She closed her eyes, and imagined the place that haunted her dreams every night. She immediately began to shiver, but not from the cold.

"It's always the same thing." She started. "Even if I start out in a different dream, I end up in Manehatten."

Derek nodded. "What happens there?"

Rainbow took a shuddering breath. "What actually happened! What we went through! The streets, the subway, all of it, leading up to the portal. I wake up right before we go in."

Derek's eyes were closed. He himself was envisioning what Rainbow had described. It brought tremors to him as well.

"Derek?" Rainbow whispered. "Are you okay?"

He cracked open an eye, and nodded, but said nothing.

"Derek?" she asked again. "Why did you want to have this talk all of sudden? You seemed fine about before…well, before you're possession."

Derek took a few calming breaths, and collected himself. He lay down on the cloud, but kept his eyes on Rainbow, who followed in suit.

"Rainbow…" he muttered. "When I was possessed…it wasn't just my body that I lost control of. My mind went as well."

"What do you mean?" Rainbow asked, concern in her eyes.

"I mean." He continued. "that when I was possessed….I had to relive Manehatten. Moment for moment, with every last detail in place."

Rainbow's eyes were as wide as saucers. "All of it?"

He nodded. "Well, most of it anyway. Discord gave me all of his magic when we were in the portal room, and then I got free. But a decent portion of it, yes, I relived."

Rainbow sucked in a short breath. Her dreams, while painful and tormenting, were rushed and blurred. Reliving Manehatten was something she couldn't imagine.

"Oh…Derek." She whispered.

Rainbow Dash moved over, and wrapped Derek into an embrace. The two held each other close, saying nothing, just taking comfort in each other's company.

Time continued to march on, and within the hour, the two of them were curled up on the cloud, asleep, yet still locked in embrace. That night, there were no dreams of terror, no walking in the past; just sleep.

\\\\

Rainbow Dash smiled in her sleep. It was the first good one she'd had in a very long time, and she was enjoying every second. She didn't dream, merely, she just bathed in the total obliviousness to the world that the sleep brought.

That all shattered very quickly.

The loudest roar Rainbow had ever heard woke her from serenity. She shot up, just in time to see the full grown red dragon soar directly overhead. Then, another dragon flew by, and then another. The dragons were quickly joined by a multitude of griffons, and within a few seconds, the skies of Ponyville were crowded.

"What the…" she muttered to herself.

Derek sat up beside her, rubbing sleep from his eyes. He took one look at the new arrivals, and his mouth dropped.

More movement caught Rainbow's eye. She glanced over to the edge of the Everfree, and saw a large army of ponies emerging from it. The pony leading the army wore a generals armor, and looked very familiar.

"C'mon." she said to Derek. "Let's go."

The two of them dove off the cloud, and glided to the edge of town, where the pony army was now arriving. Around them, the griffons were starting to land as well, while the dragons made their way outside of town, near Sweet Apple Acres. Rainbow estimated there to be around 30 dragons.

By the time Derek and Rainbow Dash arrived, Twilight and Luna were already talking to the general pony.

"…so she's not able to fight?" the general was asking.

Luna shook her head. "At least, not at her full capabilities. She is still recovering, though her rate of recovery has doubled."

The general then took notice of the two new arrivals, especially Derek. Twilight followed his gaze, and smiled as she saw her two friends.

"Ah, there you two are. Derek, Rainbow Dash, this is General Leaf Trot. General Leaf Trot, these are Derek and Rainbow Dash."

Leaf Trot smiled at the two. "Ah yes, the Element of Loyalty and the last surviving human. Pleased to meet you."

"Likewise." Derek said. Rainbow only nodded.

"Now then," the general continued. "As I was saying before, there is only a short amount of time before they get here, so hurry and assemble your forces. I estimate we only have an hour to prepare."

That caught Derek's attention. "Um, excuse me? Prepare for what? And why the hell do you have so many griffons and dragons?"

If Leaf Trot was taken back by Derek's brash way of speaking, he didn't show it. Instead, he looked the human squarely in the eye, and in a measured, even tone, answered.

"My army was headed up here when we ran into them. The dragons and the griffons were engaged in battle against a very large gargoyle army. It was near a cave, and there seemed to be an endless supply of gargoyles, so I assume there was a portal in the cave somewhere. We of course assisted, but we were far outmatched. We retreated as fast as we could to here, but we know that they are coming."

"And there's more, Derek." Luna continued. "There was something else battling the dragons and the griffons."

Derek's eyes narrowed. "What?"

"The Darkness. It's managed to possess one of the dragons, and is leading the gargoyles straight to us. That is why we must prepare immediately!" Leaf Trot barked. "Now, let's get a move on, shall we?"

Derek muttered something inaudible about Leaf Trot's mother, before turning around to find Rainbow Dash. He began to speak, but saw that she was staring at a griffon.

"Rainbow?" he said.

"Those griffons." She said softly. "That's the regiment Gilda was in! I remember the armor!"

Derek paused, and cocked his head. "You met Gilda?"

Rainbow nodded. "Yeah, back in Vanhoofer about two years ago. We fought together. I'll go see if she's around."

Before Derek could object, Rainbow Dash ran up to a random griffon that looked as though he were in charge.

"Excuse me!" Rainbow called as she approached.

The large griffon looked over at her. He seemed slightly surprised that a pony was talking to him, though he quickly shook it off.

"Yes?" his low voice growled.

"Do you know of a Gilda that's in your regiment? I think she's a lieutenant or something."

The griffon stiffened. "You mean Commander Gilda?"

"Does she have a raspy voice and get very angry at small things?"

He nodded.

"Yeah, that'd be her!" Rainbow said with a smile.

The griffon stared at Rainbow Dash for a few seconds, causing Rainbow's smile to fade.

"What's wrong?" she asked.

The griffon looked around uncomfortably, as if looking for a way to escape. Finally, when he saw that he was on his own, his eyes focused in on the ground, and he answered.

"Commander Gilda was killed in the battle with the gargoyles at the cave."

Rainbow Dash felt as if a train had hit her. Her face twisted up, as if she was confused. Her hind legs slipped from underneath her, and she fell into a sitting position.

"What?" she cried.

The griffon nodded. "When she saw that we were outmatched, she called for the retreat, and then attacked the gargoyles directly to try and let us escape. A few soldiers joined her while the rest of us fled. I am ashamed to say I didn't follow her to a glorious death."

Rainbow's eyes fell to the ground. A few tears welled up, but she quickly wiped them away. With a shuddering breath, she regained her composure, stood, and turned to walk away.

"Hey wait!"

Rainbow turned to see the griffon staring at her again.

"Are you Rainbow Dash?"

Rainbow paused, and then nodded. "Yeah, why?"

The griffon gave a little laugh. "I heard Gilda say your name right before she attacked the gargoyles. I wondered why she would say something like that, but now that I know who you are….well, I sort of understand it now."

The griffon gave a brisk salute, and then walked away, leaving Rainbow standing there, dumbstruck. Derek slowly approached from behind, and placed a hand on her shoulder.

"You okay?" he asked.

Rainbow nodded. "She said my name. Right before she died, she said my name."

"I know." Derek said sadly.

Rainbow looked up at Derek, and stared at him straight in the eyes. Derek gazed back, and saw a burning fury in those rose colored orbs.

"Derek." She said, her voice full of determination. "Let's go get ready. It's time to end this damn war."

\\\\

"Absolutely not, Apple Bloom!" Applejack cried as she placed her hoof into the metal boot.

The two of them were in Rarity's old shop. Applejack was putting on the brand new, orange armor that Rarity had made for her. The armor was very similar to her old armor, save for that the new one was lighter, and stronger than the previous one.

"An' why not?" Apple Bloom pleaded.

"You know full well why!" Applejack retorted.

"What, jus' cause Ah'm sixteen means Ah' don't know how to fight! Applejack, Ah've fought gargoyles before!"

"But you ain't never been in a full scale battle before! There ain't no way you're stayin'!"

Apple Bloom narrowed her eyes. "Applejack, Ah' m stayin, whether you want me to or not."

Applejack rounded on her younger sister, her armor half hanging off. However, no words came out. Applejack caught one glance at the look in Apple Bloom's eye, and was speechless.

There was no fear, no begging, no bravado in that eye. Instead, there was love, and in that love, a fire. Applejack could see it in her eye.

"Why do you even want to stay?" Applejack said softly.

Apple Bloom smiled. "Tah' make sure Ah still have a big sis when this thing is over."

Applejack smiled as well. She walked over, and pulled her sister into a hug. They remained there for some time, before the world returned to them.

"Big Mac' would be so proud of the mare you've become." Applejack said as they pulled apart.

"Ah think me an' Big Mac would be more proud o' you. Ah know Ah am."

Applejack smiled again, then quickly bent over, and pulled the rest of her armor on. With expert precision, the elder Apple tied her long mane back with her hooves, and then attached the final piece of her armor on: a shimmering steel sword.

"Now then." Applejack said, looking back up. "If mah' sis' is goin' to be fightin' some gargoyles, she better have the best armor in Equestria. C'mon, let's go see what Rarity's got for you."

The two of them quickly made their way down the stairs, and into the main part of the shop. In there, the others were gathered, all wearing the new armor that Rarity had somehow made in a day.

Twilight, Fluttershy, Rarity and Pinkie all stood on one side, while Derek, Rainbow Dash, Trixie and Sweetie Bell stood on the other. Despite the situation before them, there was much talking.

"Rarity!" Applejack called. "Please tell me ya' have some armor for Apple Bloom here!"

Rarity seemed somewhat surprised, but quickly recovered. "I have just the thing!" she said, before turning and disappearing into a different part of her shop. She quickly reappeared, carrying a piece of armor that matched Apple Bloom's coat color perfectly. It even had her cutie mark on the flank piece.

"Ya' made this for her even before you knew Ah'd let her fight?" Applejack panned.

Rarity nodded. "I figured you'd let her fight, after all, she's as stubborn as you."

Applejack made a face, and then turned to her sister, who now was putting the armor on. "Hurry up, we don't have much time left."

"Rarity?" a voice called out.

Rarity turned, and saw that Sweetie Bell had come up to her. Rarity sighed, for she knew what was coming, and answered.

"Yes, my dear?" 

"I've decided to st-"

Rarity's hoof gently pressed against Sweetie Bell's lips, silencing her. The younger unicorn looked up, and saw Rarity looking at her, pride filling her eyes. The two were almost the same height, and yet at the moment, Sweetie Bell felt like the little innocent filly she had been before the war started.

"Sweetie Bell, go and fetch Scootaloo, and then, go back there." She said, gesturing to where she had gone to get Apple Bloom's armor.

"You'll find both of yours armor there. Now, hurry, we don't have much time."

Sweetie Bell kissed Rarity on the cheek, and ran out of the door. Apple Bloom, now full armored, followed her. Their two older sisters watched as they left.

"Any gargoyle attempts to lay a claw on Apple Bloom, I'll kill them." Rarity assured Applejack.

"Ah'll do the same for Sweetie Bell." Applejack replied, giving Rarity a look of thanks. "And if any one of them gargoyles goes after Scootaloo, Ah'll make sure to get as far away as possible before Derek or Rainbow get to em'."

They both laughed at that.

\\\\

They all stood, facing the wide open plain before them. It had been only ten minutes since the lookout had reported seeing the gargoyles, and yet already, the entire army now stood, awaiting the gargoyles.

"I'm surprised, actually." General Leaf Trot said. "They're actually using some battle strategy, maneuvering around so they don't just follow our footsteps."

Indeed, the direction the gargoyle army was headed at them now was not the direction that Leaf Trot had come from. The gargoyles had looped around, and emerged from the Everfree at least a mile from Ponyville. The only thing that separated the two armies now was a few hills, and the plain.

Derek gave a dry laugh. He jumped up and down a few times, and gave his wings a few flaps. The all-black armor he wore now was much more comfortable that his previous one, especially in the southern-region, were comfort was key.

_Thank you, Rarity, for learning what chafing is. _He thought gratefully.

Suddenly, the army behind him began to part. He turned around, and watched as Luna walked out to the front, dressed in dark blue armor that sparkled like the night sky. He was about to look away again, when to his surprise, Celestia stepped out as well, wearing her variation of the armor.

Twilight shared Derek's surprise, and approached the princess.

"Celestia, are you sure-"

"Hush, Twilight." Celestia assured. "Were I not assured of my powers, I would not be out here. Do not worry, I am fine."

Twilight nodded, and resumed standing in silence. For a few more minutes, the army stood, making no noise except for the occasional cough, or mumble.

"Look!" cried somepony from within the ranks.

Everyone looked, and saw. A dark hoard was rising over the hill. The hoard moved fast, and was accompanied by the audible screams of the gargoyles. The Equestrian Army, for that is what it was, stayed right were it was, eyeing the approaching enemy.

And then, the Darkness came it view.

A massive black dragon crawled over the hill. A strange, black aura wavered off of its scales, and even from where they were, the ponies could see that the things wings were torn, and it walked with a limp.

"Well, here we go." Derek muttered.

"**PONIES, DRAGONS, AND GRIFFONS!" **Celestia boomed. "**TODAY, WE END THIS. THIS WAR STARTED HERE!**"

Celestia took a deep breath. "**AND IT WILL END HERE!**"

With that, Derek unleashed a massive, rage filled roar, and charged out onto the field. The rest of the army followed in suit. The griffons, dragons and pegasai all took to the skies, while the rest of the army stayed below. They charged as one, each individual running on the same rage, the same adrenaline, the same determination. Each individual, let out the same scream.

The two armies collided…..

\\\\\\

_The next chapter will end this story. After Chapter 10, there will only be an epilogue left to write, and then, this story will be over. Before I get started on Chapter 10, I just wanted to say thank you for reading this story. There are much better stories out there, and the fact that you're reading mine…well, in Pinkie's words, it fills my heart with sunshine :P But hay, what am I saying? There's still one more chapter left! Stay tuned….._

_Review!_


	10. Chapter 10

**Chapter 10**

_Well this is it, guys. The last chapter, excluding the epilogue. That will be out in about a week at most. Until then, enjoy!_

The two armies collided.

Pony, griffon, and dragon alike all slammed, full force, into the gargoyle army. The two armies poured into each other, and immediately, all sense of direction was lost. There was no way of knowing where anything or anyone was. There was only battle.

Derek felt his magic rush through him, and with a grunt, he released it onto the gargoyle that faced him. A white flash appeared, and all that remained was a pile of smoldering bone.

He barely had time to breath.

Instantly, another gargoyle leapt in front of him, brandishing sharp claws and a nasty snarl. Derek raised his arm up at the attacker, shooting a tunnel of flame at it. There was a cry of pain, and the gargoyle dropped.

Derek moved.

Staying in one place meant certain death, so he resolved to be everywhere at once. He darted in and out, his magically enhanced body reaching speeds even Rainbow would have been jealous of. He didn't even have to move his arms; simply raising them out, and summoning a sharp blade at each hand was an effective decapitation strategy.

Suddenly, his legs flew over his head. He pitched forward, and his face slammed into the dirt. He rolled over, and quickly sprung back up to his feet. A quick look at leg showed a dent in his shin armor. His eyes sought out, and immediately found, the gargoyle that had tripped him.

It was larger than the others, though no where near the size of the Mammoths. It glowered down at him, grunting and snarling.

"The fuck you looking at?" Derek asked, before throwing his two blades at the beast.

The swords penetrated deep into the gargoyles chest. The thing stumbled backward, but did not go down. It roared in pain, and charged directly at Derek. He laughed dryly, before allowing a black tendril to slip out of his wrist.

With a simple flick, Derek cleaved the gargoyle in two. The two halves flopped against the ground, where they lay, bleeding and still. Derek gave the corpse one last glance, before turning and running off.

The battle continued to rage on around him. For a moment, he stood idle and watched as pony and griffon took on gargoyle. He caught a glance of the dragons in the distance, engaged in battle with the Mammoths and the Darkness.

A pony's limp body landing in front of him dragged Derek back into reality. He looked up, and saw a group of gargoyles approaching him. A few were already wearing the wounds of battle, though Derek couldn't tell if all the blood that covered them was gargoyle alone.

He looked back down at the dead pony at his feet, then back to the gargoyles. A dangerous growl came from deep within him, and he launched at them.

His fists slammed into the closest one to him. He felt the ribs break, and the gargoyle was launched into the air. He allowed his tendril to return, and he whipped it over his head, and down onto the air born gargoyle.

He attacked again before the corpse hit the ground. His tendril snaked around quickly, removing limb from body, and body from head. When he had finished with the gargoyles in front of him, he found a new group to slaughter.

Death flew off his fingertips as he worked. Some gargoyles felt the sting of his tendril, some the burn of his magic; he showed no care which act of death he released upon them. Either way, they all ended up the same: bloodied and devoid of life.

Any gargoyle that tried to stand in his way was cut down immediately. He cut a path through the gargoyles, delving deeper and deeper into gargoyle lines. Soon, he was surrounded by gargoyles. This did not bother him: it was simply target practice.

A bloody, demon-like grin played out on his face with each blow he delivered. The smell of death filled his nostrils. As he killed, Derek reared his head back, and let loose a scream of ecstasy.

"Derek!"

The cry came from his left. He spun quickly, and saw Luna. She regarded him with a look of concern, and immediately the smile was wiped off of his face. His senses, lost in the sensation of killing, returned to him, and he quickly realized how many gargoyles now surrounded him.

"Shi!" he cried, launching into the air.

His wings flared out, and he moved swiftly over to Luna. Her eyes moved from him to the hoard of gargoyles that swarmed beneath them. For a brief second, they hovered there.

"Stay focused." She said simply. "Don't get stupid."

Luna turned, and with a flap of her wings, flew off toward where their forces were fighting. Derek looked around, surprised about how far he had gone into the gargoyle army, before following her.

A brief flight later, and the two landed on the ground. Despite in more friendly territory of the battle, chaos still reigned. Gargoyles continued to enter the fray, though at a much lesser rate than they had before. Every so often, a new pony would join as well, even if they weren't part of the army.

Luna glanced around quickly, before shouting something and running back towards the battle. Derek, in the meantime, ran off in the opposite direction, towards where Celestia stood fighting.

As he got closer, Derek saw that Twilight stood by the princess, and the two of them were engaged with numerous gargoyles. The gargoyles were slowly surrounding the two of them, and cutting them off from any help, though most ponies were far too busy fighting to lend any assistance.

With quick burst of magic, Derek sped towards them. He lowered his shoulder, and, creating a battering ram of sorts, slammed into the gargoyles. An assortment of limbs and blood flew through the air as Derek came to a stop right in front of Twilight and Celestia.

"Hello there." Derek said with a smile.

Twilight seemed to be completely fine, save for a scratch here or there. The same could not be said for Celestia. The princess stood on shaky legs, and bore numerous wounds. Every bolt of magic she shot out was weaker than the last, and she looked at Derek with tired eyes.

"Princess, you shouldn't be out here." Derek said as he turned to face the now recovered and approaching gargoyles.

He focused his energy, and shot a large wave of magic towards them. The wave rippled along, before barreling into the gargoyles and reducing many to dust. Those that weren't killed were knocked to the ground.

Derek beckoned, and the three of them ran through the newly made opening. Once clear, Celestia faced Derek again.

"I am the leader of Equestria." She panted. "I will not sit by while my people go to war."

Derek shrugged, knowing that arguing with her would be useless. He began to look around for more gargoyles to take care of, and readied his magic for more battle. It did not take long to find some prey. Derek blinked a few times to make sure he was seeing correctly.

The gargoyles were running away. Every last one was making a beeline for the hill that they had come over. Derek's mouth hung open at the sight.

"Are they….retreating?" he asked as a cheer came up from the Equestrian Army.

High above, the winged gargoyles were fleeing as well. The pegasai and the griffons stared, shocked as well, as their opponents ran. In the distance, the dragons watched as well, confused. Around them, every Mammoth lay dead.

The Darkness was no where to be found.

"I think they are." Celestia breathed, equally confused.

"Well, it is the logical option. It looks like their forces are severely depleted." Twilight said, though her voice wasn't as steady as it should have been.

"Twilight, when have the gargoyles ever acted logically." Derek dead panned.

Twilight chuckled a little. By that time, the last of the gargoyles were topping the hill, and disappearing from sight. The griffons and pegasai were landing as well, while the dragons were making their way towards the rest of the army. It was then that Derek noticed their problem.

"The gargoyles were depleted." He said in a low voice. "But so are we."

Indeed they were. Of all the ponies that had charged into the battle, only half now stood. The griffons didn't fare much better, and as for the dragons, out of the 30 that had landed in Ponyville, a mere ten remained.

Derek noticed a few familiar faces making their way back. He squinted, and saw Trixie and Applejack walking together slowly. He nudged Twilight and Celestia, who followed him over to their friends.

"You alright there girls?" Derek called out to them.

Applejack tried to wave a hoof in acknowledgement, and nearly collapsed for her effort. Trixie managed to grab her before she hit the ground, and helped her regain her balance.

"Thanks, Trix." Applejack said wearily.

The former show mare offered a similarly tired smile. "Not a problem."

"So." Derek said as he came to a stop. Twilight and Celestia followed in suit. "What do you think?"

Trixie looked towards the hill that the gargoyles had run to.

"I don't like it." She said. "Gargoyles just don't run away. I've seen a group of five gargoyles continue to fight when surrounded by hundreds of ponies."

Derek nodded. "Have you two seen the others?"

Trixie grunted again as Applejack stumbled into her again. The normally hardy earth pony could barely stand, and Derek saw blood dripping from a wound on her belly.

"Applejack, are you sure you're okay? Twilight asked as Applejack regained herself.

She gave a brisk nod. "F'yne n' dandy sugarcube. It's just a cut, don't worry yourself none."

Derek kept his eye on Applejack, while Trixie answered his question.

"I saw Rainbow Dash and Scootaloo not to long ago, and I think I saw Spike as well."

"Wait, Spike?" Twilight asked, pushing Derek out of the way and getting close to Trixie.

The blue unicorn nodded, causing Twilight some panic.

"What is he doing out here?" She asked no one in particular. "He's too hurt to fight!" 

Twilight began to run off, calling Spike's name. Derek, however, quickly grabbed a hold of the unicorn, and held her back.

"Twilight, relax!" He cried, as she slipped from his grasp.

"Relax? Spike could be out there hurt, and you want me to relax?"

Derek rolled his eyes. "For one, Spike's a dragon, and a tough one, so he can handle himself, and two, if you'll look to your right, you'll see that he's coming this way right now."

Derek watched as Twilight turned, smiled, and ran up the large purple dragon who was lumbering towards them. Beside Spike walked Rarity, Fluttershy, and Pinkie Pie, while Apple Bloom and Sweetie Bell trailed behind.

Derek and Celestia quickly followed Twilight, who was now embracing Spike and scolding him at the same time. Spike just stood there, looking over Twilight's shoulder and at Derek, who gave a mock salute.

"You alright, big guy?" Derek called out.

Spike grinned. "Never better."

"It takes a lot more than a few gargoyles to hurt my Spike-y Wikey." Rarity's voice chimed in, drawing a dark glare from the dragon.

Three pairs of wings beating in the air alerted Derek to new arrivals. He turned, and saw Luna, Scootaloo, and Rainbow Dash all landing near them. He approached them, taking in their wounds with a glance.

Luna, whom he had seen mere minutes before, now wore a few new cuts on her face, as well as a nasty leg wound. Scootaloo walked with a limp, while Rainbow Dash had a new gleaming cut that went perpendicular to her old scar.

"Are you well, Derek?" Luna asked.

"Dandy." he said, coming to a stop.

Luna stopped as well, and for a moment the two of them stood in silence, much like before. He and Rainbow Dash locked eyes as she and Scootaloo continued on towards the reunion taking place behind him, and he offered a reassuring smile. She grinned weakly in return.

"So, trap?" he asked once Rainbow had passed.

Luna nodded. "It is a ruse of some kind, to be sure. However, until the nature of it is revealed, I will count it as a blessing, as it allows us to regain our composure."

Derek sighed. "How are our losses?"

Luna's eyes turned sad, and she looked out to where the army was regrouping. The field was filled with corpses, pony, griffon, dragon and gargoyle alike.

"Heavy. If the gargoyles return with the same numbers as which they left, we made be able to hold them off. However, with the Darkness on their side, and a portal generally close by, I doubt that this will be the case."

Derek shook his head. "Where's General Leaf Trot?" he asked Luna.

"Dead." She said without looking away from the army. "He got grabbed from behind by a few gargoyles. He was still screaming and fighting when they started to eat him."

Derek suppressed a groan. "Poor bastard. I kind of liked him."

By now, the Equestrian Army had completely reformed, and stood, facing the hill, expecting an attack to come. Derek and Luna observed as the now much smaller army waited. Even from a distance, the army was visibly wounded.

The dragons appeared less frightening, as many bore scorch marks on their scales, and on a few, a river of blood gushed from multiple injuries. The griffons, one of the most proud warrior races, even when compared to humans, appeared weary and downright broken. The ponies, the most numerous members of the army, weren't faring much better.

"We have to end this." Derek said, his voice hard.

Luna nodded silently.

"I don't mean this battle, I mean this war. It ends here."

"And how do you propose that we end it?"

Derek turned, and saw that the rest of the group now stood beside him. Twilight, her eyes determined and calculating, sought an answer even as he knew she was working one out.

"The Elements." He said suddenly. "Use the Elements on the Darkness!"

Twilight shook her head. "We don't know what they will do, Derek, we've been over this!"

He threw his arms into the air, his face pleading.

"We've never tried, Twilight! It could destroy the Darkness!"

"It could restore it to full power!" She protested.

"And then what!" Derek yelled, his voice slightly cracking. Twilight took a step back, unprepared for the vocal assault.

"What happens next, Twilight?" he asked again. "I know what happens, remember, I've been there before. The world tilts, and then it's gone. And you know what?" he asked, getting closer to Twilight.

"It's relatively painless. It's quick. You're there, and then you're gone. No more brutally mutilated bodies, no more endless war. It just ends."

He looked around at all of them. Every pair of eyes was trained on him, and he took a deep breath before continuing.

"The Elements may kill the Darkness, and be our savior, or restore it, and be our downfall. They could do something completely unrelated. But to hell with it!" he cried.

"We have to try! There is no physical way to kill the Darkness! Don't deny it, we all know it's true!"

He returned to Twilight, who was now staring at him with a hint of fear in her eyes.

"Twilight." Derek said, his voice pleading. "We have to try. It's the only option we have left. Yes, we can raise more forces, and keep fighting gargoyles, but more will come! They will not stop until we are gone. The Darkness will not stop until we're gone. Twilight…"

Derek fell to his knees. Tears were streaming down his face, mixing with blood that came from wounds that he didn't know he had. His long hair, matted with sweat and blood, clung to his neck and the back of his armor. He closed his eyes, squeezing a few more tears out.

"Please Twilight." He muttered. "It's the only way."

Twilight remained silent for a while. Everyone watched her as she stared at Derek, stunned at seeing her friend like this. It was unsettling. She bit her lip, and allowed her mind to work. The silence dragged on for an eternity.

"Okay." She finally said, her voice a hoarse whisper. "We'll do it. No matter what, the war ends now."

Derek opened his eyes, and slowly pulled her into a hug. His body shook as he regained his composure. For a moment, his eyes locked with Celestia's. The princess stood, supported by her sister, her eyes glistening with tears. He saw the fire that burned in her eyes, the fire that came from her very soul, and he knew that she would stand by them until the end, if it came.

He smiled warmly at her, and she returned it. With a grunt, Derek returned to his feet, and after wiping the last tears from his eyes, he looked back at the army.

"Girls." He said, his voice becoming steel once again. "Get the Elements."

\\\\\

For the second time that day, Derek stood at the head of the army, his eyes locked onto the hill. Beside him stood the Elements of Harmony, the two Princesses, a dragon that wasn't fully grown, and a former show mare unicorn. Behind him was his army, one that was ready for what they knew was coming.

"When they come, you six go straight for the Darkness." He said to the Elements. "We'll make sure you get there."

Derek felt someone nudge his hand. He looked down, and saw Rainbow Dash looking up at him. He looked down at her, expecting to see fear, and he prepared to offer comforting words. Instead, her calm face and eyes filled with confidence filled his view.

"You ready?" he asked her.

She nodded. "Born ready."

He grinned slightly, glad to hear her normal confidence in her voice.

"Don't speed out ahead of everybody, Rainbow. Stay close to me and the others."

Rainbow chuckled, as she stepped back into place. A low rumbling noise that came from the hill was becoming audible. Derek took a deep breath, and readied himself.

"Don't worry Derek." Rainbow said, still laughing slightly. "Not only am I the Fastest Pony in Equestria, I'm the most awesome. There's no way the Darkness wins!"

Derek grinned as well. Just as before, the hoard of gargoyles appeared, seeming like a black mass straight from hell. A few Mammoths ran over as well, though not as many as the first time. For a second, there was nothing but gargoyles, but then, the dark, almost zombie like form of the Darkness-possessed dragon stepped into view.

"**PROTECT THE ELEMENTS!" **Derek shouted, magic enhancing his voice.

"**PROTECT THE ELEMENTS!**" The army answered.

"**NO RETREAT!**"

"**NO RETREAT!**" the reply sounded out of every mouth, dragon, pony, griffon, and alicorn alike.

The gargoyles were almost halfway to them.

Derek grinned as magic rushed through his body. There would be no retreat today, no last second teleport to safety.

_Hello, my name is Derek Adams. _Derek thought with a grin, his eyes locked on the Darkness.

_You killed my people. Prepare to die._

He charged. The army followed. For one last time, Derek felt the grass bush against his legs as he flew through it. For one last time, the wind blew through his hair as he ran towards an enemy that would try to rip him limb from limb, an enemy that he would gladly do the same to.

Just before the two armies met, Derek closed his eyes, and remembered.

_Mom. Dad. Terry. Chloe. _

Their faces flashed through his mind. His eyes shot open, and with a guttural scream, he released a massive surge of magic just as the armies met once again.

The magical blast was powerful. It cleaved a large path through the gargoyles, and anything in its path was instantly vaporized. Derek didn't break stride. He continued running as his army began to fight one last time.

His small group followed him. Spike flew over head, while Celestia and Luna stood on either side of the Elements, grouping them in the center. Trixie was in the rear, while Derek was point. There would be no chances taken. Gargoyles could get lucky, and sometimes score a hit on them. Not now. It wasn't allowed.

Derek continued shooting magical bursts, creating a path through the gargoyle army. He avoided any physical attacks; there was no time. Behind him, Celestia and Luna, with some help from the Elements themselves, stopped any attacks from the side, while Trixie made short work of any gargoyle attack from behind. Spike flew low, and despite his damaged wings and small size, managed to keep up with the group, and take care of the few gargoyles that dared to cross him.

With another magical burst, Derek cleared a wide path, and was granted his first good look at the Darkness. The Darkness' body, a blue and black dragon of normal size, had many wounds, and a strange dark haze clung to it.

Currently, the Darkness was busy fighting 3 dragons at once. Five dragons battled with Mammoths nearby, while the dying form of a gold and silver dragon lay a few hundred yards from the Darkness' feet.

Derek took in the sight quickly. He motioned to his group, and together, they charged forward, ignoring any gargoyle unless it was necessary.

The group continued to get closer and closer to where the Darkness battled. By now, the fight between Equestrians and gargoyle was largely behind them, save for the gargantuan combatants that they now approached.

In a flurry of movement, two of the three dragons engaged with the Darkness fell to the ground, dead. The remaining dragon, distracted by the defeat of his companions, looked away for a brief second.

The Darkness took advantage. It lunged forward, snapping its jaws around the dragon's neck. At first, it appeared as though the thick scales would save the dragon, but a moment later, a sickening crunch filled the air. A gurgled moan came from the dragon as its eyes rolled back into its head.

The Darkness released the dead dragon, and paid it no more attention as the limp body hit the ground, joining its companions. It looked around the battlefield, searching for more enemies.

Suddenly, a blast of magic slammed into it. The Darkness was thrown back, and landed facing the hill. With a grunt, it climbed back to its feet, and found the attacker.

Derek stood facing the Darkness, his eyes black orbs as his magic surged through him. Behind him, the Elements of Harmony stood in a line, their eyes closed. Two alicorns stood nearby with a blue unicorn and a purple dragon, fending off any gargoyles that tried to interfere.

The Darkness growled. It reared up on its hind legs, and released a ball of pure magic. Derek immediately threw up a shield.

The ball impacted against his shield in an explosion of color. Derek was thrown from his feet, and for a second, he lay stunned. His vision returned, just as another ball of magic was thrown at them. Derek tried to raise another shield, but he knew he was too late.

Without warning, Spike flew into view. With no hesitation, he intercepted the missile. There was another burst of color, and for a moment, Derek lost sight of the dragon.

When the smoke cleared, Spike lay on the ground, unmoving. Derek jumped to his feet, and just as Twilight opened her eyes, engaged the Darkness. The two of them threw magic at each other at the same time. The two bolts collided; the impact was jarring, and yet no explosion came. Instead, the two continued to pour energy into the bolts, which continued to push against each other.

Twilight took a deep, shuddering breath as she saw Spike. Abandoning her post, she ran to the downed dragon. His chest rose and fell, though the breaths were shallow, and fading.

"Spike!" Twilight cried.

Spike opened his eyes, and smiled at Twilight.

"Hey there." He said. His deep voice was weak, and there was blood coming from almost everywhere.

Twilight ran to his head, and held him tightly.

"Why did you have to do that, Spike?" Twilight sobbed.

By now, the other elements had realized what had happened, and watched, unsure of how to act. Derek and the Darkness, meanwhile, continued to fight, though Derek was losing ground every second.

"I'm your Number One Assistant, Twilight." A smile appeared on his lips. "It's what I do."

As he spoke, his eyelids slid down. Spike took a breath, and spoke once more.

"Goodbye, _sister._"

With a smile still lingering, and his heart filled with love and satisfaction, Spike drew in one last breath. The air left his lungs, blowing a warm breeze onto Twilight's face and drying her tears.

Spike left the world embraced by the one that had seen him into it.

Twilight took a few, shuddering breaths. "Goodbye, _little brother. _I love you."

She placed a kiss on Spike's snout. Slowly, she allowed his head to fall into the grass. With the smile, he looked like was simply taking a nap. Twilight gave her oldest friend one last look, and then turned away.

She walked directly back to the rest of the Elements, who stood, trying to contain their tears and offer words to Twilight. Even Celestia, Luna, and Trixie, who were all occupied with protecting the Elements, had to tear their gaze away from Spike's body, and return to combat.

"Twilight…" Rarity offered, tears spilling onto her cheeks. "I am so terrible sorry."

Twilight looked at each of her friends. Their gazes were filled with love and warmth. Twilight smiled sadly, before turning to face the Darkness once more.

"Spike died so we can save Equestria. Let's honor him by doing just that."

A glow erupted from around them, and the Six ponies were lifted into the air.

As they rose, Derek was thrown a hundred yards away, landing violently on his back. He spat out some blood, before he noticed what was going on.

The Darkness noticed to. It returned its gaze to the floating ponies, where it finally noticed a few things.

They six ponies each wore a necklace with a matching jewel in it, save for the one in front. She wore a large headdress with a purple star jewel. They hovered for a second, unmoving, before the jewels starting glowing. The six ponies opened their eyes as one, revealing a glowing white orb where eyes should have been.

A rainbow erupted from the six ponies.

It flew towards the Darkness, and wrapped itself around its body. The Darkness' eyes widened, and a strange scream was heard, before the rainbow blocked out all noise.

Derek watched as the Elements of Harmony worked. A few flashes of lightening appeared within the rainbow, then suddenly, a blinding white flash blocked his view.

Derek covered his eyes, and waited until the light died. Then, with some hesitation, he opened them again.

At first, he saw nothing. The once possessed dragon now lay unmoving on the ground, presumably dead. Hope erupted in his heart.

And then, he looked up.

A large, swarming black mass of matter hovered above the battlefield. Instantly, a feeling of dread filled him, before he threw the emotion out. He had a plan.

Derek jumped to his feet, and sprinted towards the Elements, who were just getting to their feet. The saw the Darkness, floating above them, and their faces became portraits of hopelessness.

"We failed." Twilight whispered into the air, before her eyes closed. "I'll be with you in a minute, Spike."

"Twilight Sparkle, don't you dare give up!" Derek yelled, coming to a halt directly in front of them.

"Derek…" Twilight said softly. "We failed. It's over."

The sounds of battle had ceased. Every combatant gazed at the dark blob in the sky, confused and afraid. Suddenly, the ground began to tremble. A few moments of this went by, when a purple mushroom cloud appeared on the horizon. A few of the ponies recognized where the explosion came from.

"The portal…" a few ponies began to mutter.

The gargoyles changed as well. At the same time, the gargoyles went through violent spasms. Each one let out shrieks of pain, before collapsing to the ground and turning into dust.

Derek watched as the Darkness removed its army, before looking Twilight directly in the eyes.

"Twilight…" He said calmly. "You need to hit me with the Elements."

Twilight looked at him in shock. "What?"

Derek glanced at the Darkness. Slowly, a tendril was starting to creep its way out.

_There isn't time for this _Derek thought.

"Twilight, if you want to see tomorrow, hit me with the Elements of Harmony _right now!_"

Twilight shrugged, as if she didn't care. "I want to see Spike…."

Derek stared at Twilight. He stopped caring about the Darkness above, or the impending doom. The only thing that mattered to him at this moment was her.

"Twilight." He said softly. "Spike gave his life so that you, and everyone else, could live, so don't you dare give up yet!" His voice was now commanding, and Twilight couldn't help but be drawn in.

"If not for me, if not for Equestria, then do it for Spike!" Derek cried, pulling Twilight to her hooves.

Twilight looked back at her friends, who, like Derek, kept their eyes on her. Each pony's eyes were filled with love and compassion, and at the same time: determination.

_I'll need a rain check on that reunion, Spike. _Twilight thought as a confident smile opened up on her lips.

"Girls, get in formation."

Twilight didn't have to ask again. The six ponies formed up once more, and closed their eyes. Derek took a few steps back, catching a quick glance at the Darkness as he did so.

The tendril was almost fully extended. The main part of it seemed to be rippling, like water, at an extraordinary rate. They were out of time.

Derek jerked his head back down. "**DO IT NOW!**" he screamed.

The rainbow flew straight at him, with only the slightest arc. Derek watched as it came closer and closer. Time seemed to slow. Just as it collided with him, Derek summoned every bit of magic that he had available.

He barely felt the impact of the rainbow. Instantly, a feeling of pure bliss took over every part of his body. His wounds, sore joints, and weariness simply disappeared. With a content sigh, Derek smiled.

And then, his magic reacted.

His entire body seemed to explode light. Derek gasped in pain. It felt as if a burning hot sword was being pushed into every point in his body.

Then the pain was gone.

He felt nothing but power. For the first time in his life, Derek felt whole. He opened his eyes, and saw everything. A chuckle emerged from his throat, and he tilted his head back. The rainbow was fading, and above, he could make out the shifting form of the Darkness.

"_**I am a god." **_Derek said.

He shot up, and the world tilted.

\\\\

Twilight opened her eyes again, and felt the same weariness that came with using the Elements, only this time it was doubled. That would pass, so she paid no more attention to it.

Instead, her eyes locked onto the large, rainbow colored smoke that hung in the air before her. That was new. The Elements had never created smoke, though she doubted that they had ever been used on someone like Derek.

"Did it work?" Rainbow Dash asked, walking up beside Twilight.

In response, the world tilted.

Twilight felt a sickening feeling fill her, as if she was being ripped apart in every possible direction at once.

_NO! _her mind cried, as she was unable to speak.

A flash shot up from the smoke.

It flew incredibly fast, faster than anything Twilight had seen. In a second, it was directly underneath the Darkness.

The flash paused for a split second. It looked back down, directly to where Twilight and her friends all stood. Their eyes widened as they recognized him

It was Derek. He glowed a pure white, and every inch of him radiated power. His eyes, pure white orbs, stared at all of them. He smiled, and gave a mock salute.

And then he disappeared into the Darkness.

At first, nothing happened. The world remained tilted, while the Darkness simply hovered. Suddenly, white flashes popped up inside the Darkness' form.

Massive bolts of energy exploded from the Darkness. The bolts flew a few hundred yards, before stopping, and dispersing, leaving a glass-like residue that remained frozen in the air.

In the blink of an eye, a large sphere contained the Darkness.

By now, the pain Twilight was going through was unbearable. She just wanted it to end, no matter the final outcome.

The world righted itself.

Twilight gasped as she was thrown to the grass. The sound of everypony else doing the same thing was a welcome noise.

Up above, the Darkness was shifting.

The sphere that contained it started to tremble. A strange, blue light appeared from deep within the writhing form of the Darkness.

There was a flash of light.

A wall of energy exploded from where the Darkness had just been. The energy shot in every direction, but it did not get far. The sphere seemed to absorb every last bit. The light show lasted ten seconds.

The sphere faded away, leaving nothing in the air.

Nothing but him.

He hovered, his wings unmoving, in the air, glowing the same pure white. His face was lifted towards the sky, and his mouth hung open.

Without warning, his chest heaved at the sky. A storm of light flew from his body directly into the sky and the stars beyond. There was no sound, not even a scream of fear or pain. Then, just as it had started, it abruptly ended. He hovered for another heartbeat.

And fell.

Rainbow Dash exploded off the ground. Despite her wounds and her weariness, she flew faster than she had ever flown. She met Derek's limp form halfway. She grabbed onto him, and to her surprise, he slowed considerably. Allowing gravity to do most of the work, Rainbow gently placed Derek on the ground.

They were quickly joined by the others. Celestia, Luna, Trixie, and the other Elements all surrounded Derek.

He cracked his eyes open, and saw them staring at him, concerned.

"Hey there, gals." He said with a weak laugh. "What's up?"

"Derek…" Celestia breathed. "You did it!"

"I did?" he asked, his eyes shooting to the sky. When he saw only blue, he smiled. "I guess I did, huh?"

Rainbow laughed. She offered a hoof, and grabbed onto it. With her help he stood back on his feet, and gave a satisfied sigh.

He took one step, and collapsed.

His body began to spasm, and moans of pain emerged from him.

"Derek?" Rainbow questioned, kneeling by his side. "Derek what's wrong?"

The spasms ceased. Derek took a few deep breaths, before looking back up at Rainbow Dash.

"Well, what I thought would but desperately hoped wouldn't happen…happened."

"And that is?" Rainbow pressed.

"Well…" Derek said. "The only way to kill the Darkness permanently was to make it destroy itself, so I made two new dimensions. One inside of it, and a larger one on the outside."

"The sphere, right." Rainbow nodded. "So what's wrong?"

"I had to be inside both of them at the same time for the dimensions to stay stable. Basically, I split myself in two, and then when the Darkness destroyed the dimension inside of itself, I was split even more. And I doubt the explosion with the power if three supernovas combined slamming into the other me helped any."

Rainbow was now very concerned. "Okay, so fix yourself. Heal!"

Derek gave a pained laugh. "That splitting wasn't the problem, Rainbow, I knew that would happen. It's what happened after." His eyes met hers. "I don't have my magic anymore."

Multiple gasps came from the group, though Rainbow continued to speak.

"What? How?" 

"It left." He said simply. "The Elements of Harmony allowed my magic and I to become one for the first time. And when I split myself…well, everything was undone. The Darkness was gone, so my magic left for better pastures."

"Okay." Rainbow said, her voice filling with panic. "Celestia, heal him!"

When Celestia did nothing, Rainbow rounded on them. 

"Heal him! Somepony heal him!"

Celestia stepped forwards, her eyes filled with tears.

"It's too late, Rainbow Dash. The only way to survive would be to heal immediately after the split. His magic leaving doomed him."

Rainbow Dash felt a hand press against her side. She looked down, and saw Derek was laying there, smiling.

"It's okay, Rainbow. I knew the risks. I thought this through. Well…" he paused, and his face became puzzled. "Sort of. I got the idea after the Darkness knocked me on my ass just as you all were going all rainbow blast-y, but still."

His smile returned, and Rainbow couldn't help but smile back.

"I'm fine with this Rainbow. I don't belong here anyway. A creature of violence like me can't live in Equestria."

Rainbow shook her head, and few tears slipped out. Behind her, she could hear all of her friends starting to cry once more. Celestia, Luna, and Twilight all approached. They were the most composed, though all three had watery eyes.

Celestia leaned down, and whispered something into Derek's ear that only he could he. He listened, before smiling again, and nodding. Celestia withdrew, and allowed a few tears to slide free.

"It has been an honor, Derek." The sun princess said, her voice trembling.

"Likewise." He said, his voice becoming tense as more pain racked his body.

"Derek, when you first came here, you were an outsider." Luna said as she leaned down and kissed his forehead. "Now, everypony, including us, has more love for you than you know. You will not be forgotten."

"Thank you, Luna." Derek managed.

Slowly, everypony said their goodbyes. Derek, propped up on a rock, hugged them all, even as the simple act of breathing became difficult. Rainbow Dash was the last one.

"Rainbow." He said, his eye's barely open.

She leaned in, and wrapped him into an embrace. They sat there, holding each other, for what felt like an eternity. Finally, she released him.

Derek slowly leaned back into the grass, and closed his eyes His breathing began to slow. Everypony sat beside him, petting his hair as Rarity did, whispering kind words as Fluttershy and Pinkie Pie did, or just being with him, placing a comforting hoof on him so he knew that he wasn't alone.

Derek's eyes flared open. He looked passed the ponies gathered around him, passed the sky, and into something only he could see. He took a deep breath.

"Oh, you have really outdone yourself." He whispered into the air.

And then, his eyes slid shut. His head rolled to the side, and his chest rose no more. Surrounded by friends, and filled with love, Derek, the last human, died.

"Sleep, Knight of Equestria." Luna whispered. "Take your rest."

Rainbow sniffed as a few tears fell onto his chest. Her eyes looked up into the sky, to where Derek had been gazing. All she saw was a cloudless evening sky. No Darkness. No gargoyles. Just a peaceful sky.

"Thank you." She whispered, her eyes still on the sky.

A peaceful sky. Peace.

The Dimension War was over. Life, however, was just getting started.

**The End**

_That's a wrap! Thank you so much for reading this story guys! I cant believe its done! The epilogue will be done soon, I promise. After that….who knows. _


	11. Epilogue

**Epilogue**

The Dimension War was over. After 3 years of total war,(though official documents list the total time as 5 years, since it took a while to make sure all the gargoyles were gone) peace returned to Equestria. Ponies, dragons, and griffons all returned home, knowing that they had done their part. Equestria was safe.

And time, as it always does, kept moving forward.

That final battle in Ponyville, considered by most as the last day of the War, became the stuff of legends. Stories, songs, novels and poems about that fateful day, now known as The Dawning, have been written since only a few days after the battle occurred.

The heroes of the war, of course, became house-hold names. Spike, Trixie, Derek, and the mares that wielded the Elements of Harmony, popularly referred to as the Six, all became the biggest celebrities in Equestria. Even the princesses, whose leadership during the war has since been hailed as masterful by even the most prideful griffons, weren't as popular as the "Dawning Day Heroes", or "The Dimension Guardians" as they were dubbed by the press. For a while, every paper, magazine, and radio station was running a story of some sort about them, and the public ate it up.

But, as the years began to pass, interest in those who had fought for the existence in all things living began to wane.

It wasn't as though everypony forgot. But eventually, ponies grew tired of hearing about what brand of animal soap Fluttershy used. Slowly, the war became what everything else becomes: history.

There was still a reasonable amount of fame. No matter what age the pony was, where they were from, or if they had ever been to school, they knew who those ponies were. If a pony didn't, he was deemed disrespectful, and shunned until the proper respect was shown.

Equestria had changed. From an innocent society to one that had survived a brutal and terrifying war. Nothing was as it had been before.

Ponies, who once thought that any form of violence was unnecessary, started civilian militias. The Equestrian Army, the coalition of races that fought the gargoyles, originally disbanded not long after the wars end. However, due to public request, the army returned. Determined to be prepared in case another war would ever start, ponies of all types and genders joined the Army. Only a few are ever on active duty, but all receive training, and all are ready to fight should the need arise.

As for the griffons, they returned to their homes with newfound respect for pony society. Before, griffons believed that they were far superior to the normally passive ponies. But, having fought, killed, and died alongside ponies, that belief shifted. As the ponies became more ready in case of a new war, the griffons opened up their borders, and after many years of isolation, trade with the ponies. The economies of both sides, devastated by the war, began to recover. For the first time in centuries, griffons and ponies were not at each others throats.

As for the dragons, change found its way into their culture as well. In an effort to bring a complete peace about, the dragons selected a leader. The leader, known as Wiseclaw, is the first elected dragon leader since before Celestia and Luna ruled. Still, the dragons remain mostly solitary creatures. Wiseclaw only makes decisions on matters such as dragon rights, territory settlements, and the placement of dragons in the Equestrian Army.

As these changes occurred, time continued to tick by. Veterans of the war got older, and, eventually, join their fallen brothers in death. Griffons in particular had a much shorter lifespan than ponies, and in a rather short period of time, very few of the griffon veterans remained.

Ponies, while longer lived than griffons, weren't immortal by any means. Even as the last of the griffons who had fought passed on, pony veterans were dying as well. The only race exempt from this was the dragons, who are exceptionally long lived.

So, the years passed. Times, customs, and the very ways of life changed. And yet the sun still rose in the east, and set in the west. Equestria rebuilt. The generations changed, and eventually, there were no ponies left that could say they were there, that they fought. None…

Except three.

Two of the three many historians don't count. After all, when you're immortal, you really don't surprise people when you say you were there. Besides, alicorns don't count.

The other one, or as some say, the only one who can honestly say that they fought in the Dimension War….

\\\\

The sun hovered in the sky, casting bright rays down onto New Ponyville. In the streets of the town, ponies bustled from here to there, buying random items that they didn't need and gossiping with their friends. A few griffons could be seen here and there, but generally they preferred Cloudsdale.

As she sat against a tree watching the town move, Rainbow Dash could only sigh. It was the same sigh she gave every day; the sigh that spoke volumes about what went on inside the old mares mind.

_Its just not the same._

New Ponyville was a nice town and all, and the people who lived in it were happy and friendly, but they weren't like her. Nopony she knew would understand why she wished for a simple cupcake that wasn't mass produced, or to have a stroll through an apple orchard. They were all New Ponyvillians.

She was a Ponyvillian. It was as simple as that.

The town itself was much like the original, save for most houses were made of brick. The fact that it was also located in a different place help fuel her feeling of being an outsider.

Rainbow Dash chuckled. Her laugh, a wicked sounding cackle, frightened a few birds away. Taking a few deep breaths to calm herself and let her heart return to normal, Rainbow Dash reached over, and pulled the book she had brought with her.

_My Diary _the cover read.

Rainbow smiled at the sight. For a mare of her age, memories were the only adventures available anymore. Besides, she got to see her friends again.

Rainbow Dash sighed again as, just as she had every year on this day, she remembered her friends.

_Twilight, Pinkie, A.J….all gone. I'm the only one left._

Indeed she was. Of all the ponies that had lived in Ponyville at the start of the war; of all the pony's she had fought with, she was the last. In fact, she found it almost ironic.

_I'm the last of my kind, and he was the last of his. _She thought to herself.

With a little effort, Rainbow Dash made herself more comfortable, and opened the book. She already knew what she would read, but just for fun, she acted like she was browsing. She always read the same parts, here, in this spot, so close to The Mausoleum.

Her eyes glanced at the enormous structure that sat in the distance. The looming building stood on the site of the original Ponyville, and was in fact the same size as the town. The original Ponyville had been torn down not long after The Dawning, since it was deemed unsafe due to damage, so New Ponyville was built to replace it only half a mile away.

The Mausoleum was home to the heroes of not only the town, but of The Dawning. Out of all the memorials created for the war, The Mausoleum beat them all. Its grand design, its towering presence, all contributed to its reputation. Plus, it housed the most familiar faces of the war.

_My friends. _

The Six had all lived in Ponyville, so naturally, that was where they lay. Trixie also resided in the Mausoleum, as did Spike. As well as…._him._

Rainbow had to suppress her emotions. All these years later, and even the thought of him screwed her up. Her tears for her dead friends had long ago dried up, him included, but if she could avoid thinking about him ever again, her life would be much simpler.

Finally, giving up any distractions, Rainbow lifted the reading glasses to her face, and began to read. She read a few early passages; some came from a few years after the wars end, others, a few mere weeks. None of them really interested her. No, the one she wanted lay 15 years down the road from the wars end. She knew the date by heart, which was good because she never wrote dates down, and she remembered the exact time she wrote it down.

_Fluttershy passed away this morning. They found her in her bed, just dead with a sweet little smile on her face. The doctors say its because her heart gave out. I don't know whether to believe them or not. She let all the animals go free before she…passed, so I don't know what to think. It's like she knew what was coming. The funerals in a few days. Everypony is broken up about it. I try to keep a cool head and a straight face, but I don't know if I can. I'd known her for such a long time….who knows. Maybe she just couldn't handle living with the memories. _

A few words were blotched out from the tears that she had cried while writing that, but Rainbow knew what they said. Her memory may be fading, but some things never left her.

She began to flip through the pages. The entry she sought was entered a decade after the previous one. Despite the passing of time, the memory that this entry carried contained the same emotions, and the same tear blotched words. Rainbow remembered writing this after returning to her house. The diary had sat unused for a year or two, and in her deep sadness, she had once again picked it up.

_Just got back from Rarity's funeral. If we weren't burying her, I would have sworn that she helped planned it. It was beautiful and elegant, just like it should have been. Long as hell though. Fluttershy's took barely any time at all, compared to this one. And it's eerie in a way, how just like Fluttershy, Rarity acted as if she knew it was coming. How can you know when a stroke is coming? What made her give all of her dresses away to poor ponies for free THE DAY BEFORE SHE DIED? And if she knew, why didn't she tell us? She could have at least told Sweetie Bell…_

Rainbow Dash smiled lightly at that. She had been angry at Rarity, and in a way, Fluttershy, when she had written that. After all, they had left her behind, and while they seemed to know when it was going to happen, they had never told her, or anypony else, for that matter.

Sweetie Bell had of course, been devastated, Rainbow recalled. Despite the fact that the Crusaders hadn't been children for a long time, Rainbow took in Sweetie Bell, just as she had Scootaloo. Both of them had their own houses, but everyday Rainbow would make a point of it to spend time with both of them.

The next few pages of the diary were filled with stories of their adventures. Rainbow enjoyed reading them, but today was not the day for those stories. She passed over them, before finding the next entry she wanted. This one was written after five more years had passed.

_Trixie….of all the ponies, I didn't expect her to be next. She gave a performance last night;; her first in years. It was as if we were in Ponyville again, and it was some of the best fun we'd all had in awhile. And sweet Celestia, could she put on a show. She even sounded like her old self, with the third-person talking, and the excessive boasting. We knew it was just part of the show, and afterwards she was back to the Trixie we had come to know, but for those two hours, she was the Great and Powerful Trixie once more. I guess I should have suspected something was wrong when she decided not to drink. Trixie could always go with the best of us, and her passing on cider should have seemed odd. I guess she didn't want to go out drunk._

That had been 30 years since The Dawning. Rainbow had been fifty when Trixie died, and slowly, flying became more and more difficult. Still, for a very long time after that, nopony was taken. Sure, ponies still died, including a few that Rainbow had known.

_Lyria, Bon-Bon… _Rainbow thought as she flipped to her next passage.

_Derpy._

Rainbow smiled as she remembered the wall-eyed klutz of a pegasus. Many times did she have to clean up a mess that Derpy had made. Still, she had always meant well, and her heart had been one of the biggest in Ponyville, even after the war, though Rainbow sometimes pondered over how a pegasus who had a hard time flying straight survived any battle, let alone a war.

By now, she had reached the entry she wanted. 20 years had passed since Trixie's death when this was written, and those 20 years had been quite fulfilling, even as Rainbow entered into her seventh decade. By that time, she had to sell her cloud house and move to the ground, as it became too difficult to fly every day.

_I knew one of us would go soon. I knew it in my heart. Two decades was too good to be true. I'd ask how she knew, but for once, I have a somewhat reasonable answer. Horn Cancer, the doctors called it. Twilight had never spoken of it, and she didn't look like she was sick. But I guess she had had it for some time. We found her in the library. The doctors had called us to the hospital, and told us everything. That's when we found out about the cancer. Then they told us that in the middle of treatment, Twilight just got up and left. We started looking instantly, of course, but it didn't take long. She had always been a homebody. She was just in her bed, surrounded by her books. On her bedside table was one last friendship letter, but to all of us, not just Celestia. It was longer than any she had written, but we didn't mind. We read it all at least twice. These deaths are taking their toll on us, even Pinkie. She still has more energy than any pony should, but a few gray hairs are starting to sprout up, at long last. Rarity would have loved to know how she stays so young looking._

Rainbow chuckled at the end. She had, just like everypony else, been extremely jealous of Pinkie's youthfulness. By the time the first gray hairs had shot up on Pinkie's mane, Rainbow was sporting almost an entire head of gray.

The next entry was seemingly unrelated, but she always read it.

_Apple Bloom unveiled her final project today. The Mausoleum, she calls it. It will be a memorial and tomb to the heroes of Ponyville and The Dawning. They're going to move them all there…even Spike. I suppose it's right. They deserve the best, and they'll get it there. Building will start in a few weeks, which is good. I hope all of us see its completion._

That wish, unfortunately, did not come to pass. The massive construction project had taken another five years to complete, and when it finally opened, there was not a set of dry eyes. Rainbow began to read.

_There's just five of us now. Pinkie passed away last night, after throwing the biggest damn party I've ever seen. She said it was for the opening of The Mausoleum, but I doubt it. Pinkie knew. Either her Pinkie Sense told her, or something else did, but she knew that her time had come. Heart attack. I guess it makes sense, since it was Pinkie. I think Ponyville is going to get very boring._

As the years passed, Rainbow had begun to realize that she wasn't very good at predictions. Who knew that Applejack could be that much fun? For seven years, it was just the five of them. By that time, even the Crusaders were getting on in years, so their adventures tended to be more tame. Charades became a favorite activity.

Rainbow Dash smiled at the memory of one of their many nights cooped up in either Rainbow's or Applejack's house, trying to guess what in the world Scootaloo was miming. Many times, they would have to take breaks just to catch their breaths. And then, death struck again.

_Sweetie Bell is with her sister now. We laid her to rest yesterday, near her sister. The Mausoleum now has most of my friends. At the ceremony, they played to of her recordings. One was from years ago, back when she was a singing megastar. "Victory and Peace" was its title, from back when there were still songs being made about The Dawning. That one is special, since she was there. The other was a new one, her first recorded track in years. I thought she had lost her voice ages ago, but she was just saving it. She called it "On Wings of Love, I Come Home"_

Rainbow listened to that song every day, and it still made her miss that unicorn terribly. With a sigh, she began to flip through the pages again, her old weary eyes searching for the next piece. This one had been recorded only a few days after she turned 90.

_Apple Bloom's gone. A few days ago she was fine, but they just found her. They think it was natural, that her body just gave out. Wouldn't surprise me, she was a stubborn as A.J. A mare in her 80's should not spend that much time working. Though I guess this was her final gift to us. That wall. The Wall of Guardians, she called it. It has the name of every single pony who fought in the war carved on it. How she did it, I don't know, but she worked herself to death. I don't know how Applejacks going to handle it._

Apple Bloom's last gift was a beauty. The massive wall indeed had every name, and is made of pure marble. She put it just outside the Tomb of Friendship.

Rainbow laughed. That name still sounded odd to her, as if friendship had died, though she could see how it fit. The Tomb of Friendship was where her friends were. Where she would be.

They had it entirely to themselves. Spike, Trixie, when Rainbow joined them, the Six, and him, all buried in one massive room. At the head of each tomb, a statue of its inhabitant stood. Rainbow had already seen hers. It just sat there, waiting for its occupant to arrive.

With a shake of her head, Rainbow read on, her eyes locked on an entry written five years after the last one.

_It's just me and A.J now. Scootaloo finally died last night, surrounded by her friends and family. She hadn't been to good lately, with her joints and kidney problems, but I thought she'd make it to the show. I know she was looking forward to seeing it, after all, she organized it! How she managed to find new Wonderbolts, I'll never know. At least she told us to be there. She knew how much it bothered me that my friends were dying without me being there, so she called us all. The only one not in the room when she passed was her granddaughter. My great-granddaughter, in a way, and the second time I'll have the job. Scootaloo always told her daughter to call me grandma, who passed down to her first kid. No reason to think this one will be any different._

Rainbow Dash smiled. The great-granddaughter that the text spoke of was currently napping against her side. She was 10 now; the product of a late impregnation. Her mother was a middle-aged mare named Blossom Moonbeam, who thought that her time as a mom was over. Nature had other plans, and just as the first kid was leaving the house, this one came home.

Starlit Dash.

Why Blossom had named her second child after her, Rainbow did not know, but she couldn't help but adore the little filly to bits.

Rainbow turned back to her diary. She shuffled through it, before locating the final entry. This one was the last entry she had written; every page after it was blank. Written three years after Scootaloo's death, it was blotted by old tear marks.

_I'm alone. Applejack is gone. Her body finally failed her. I guess nopony should live to be almost 100. Well almost nopony. At this rate, I'll be around forever. I guess I am the iron pony, in a way. She knew, just like the others. A few days ago, we met up one last time. She got this look in her eye at the end of the day; she just looked at me, told me she loved me. Then she went, and gave all of her money to the hospital, and died. All those years she had been saving up for something big. I asked how much she gave them. They answered with their plans for what to do with the money. I'll be cutting the opening ribbon for the brand new Apple Family Hospital, once they build it._

With a heavy heart, Rainbow finally closed the book. That had been 2 years ago, and there were no more stories to read, at least not for this day. It was the anniversary of the Dawning after all. Rainbow sighed again.

_100 years old. _The thought echoed in her mind.

She knew her Element of Harmony had something to do with her old age. She was the first century old pony in existence, according to Celestia. Sometimes, she truly hated the Elements.

"Mommy!" a child's voice cried from her side.

Rainbow looked over in time to see Starlit running up to her mom, who embraced the young filly. The two of them lived with Rainbow, as money was an issue for them.

"Honey, go inside now, I'll be there in a minute." Blossom said to her daughter.

Starlit nodded, and happily bounced into the house that sat just behind the tree that Rainbow was leaning on. The old mare sighed, and heaved herself to her hooves. Her once cyan coat was now spotted and patched in areas, while her face drooped with wrinkles. All in all, she looked like a pegasus version of Granny Smith.

"You okay, grandma?" Blossom asked, helping Rainbow steady herself.

"I'm fine, don't worry. Did you get the job?"

Blossom sighed, and shook her head. Rainbow's heart sank a little, but she put on a smile.

"Oh, don't worry, you'll get one soon, I know it."

"Maybe. No one's hiring, and with no income, I'm afraid we'll bankrupt you" Blossom said sadly.

A crash from the kitchen, followed by the sounds of a child crying took Blossoms attention.

"Can't she stay out of anything?" the mare muttered as she ran to her sobbing daughter.

Rainbow Dash smiled as she left, before turning her eyes back onto The Mausoleum. Just as it always did, the massive building loomed over everything, and on a day such as this, filled the air with a somber weight. Rainbow still marveled at the structure: in her 100 years, she had never seen anything like it. Even Manehatten had never had such magnificent buildings.

She frowned as she thought of the city. Even to this day, she avoided thinking about it. She knew it would never leave her.

Rainbow Dash was about to turn and go inside, but as she began to walk, something caught her attention. A slight breeze blew through her legs and mane, and for a second, she swore she heard it whisper to her.

"_Rainbow…."_

Rainbow cocked her head. The breeze blew through again, and for the second time, a voice was heard.

"_Rainbow…"_

Rainbow's eyes widened. She knew that voice. It was the voice of a friend, a friend that had long since left.

_But how… _Rainbow thought, turning back towards The Mausoleum. When she saw the building, standing there, looming over everything, she understood. A strange feeling began to buzz through her chest. Rainbow gasped, as her back legs fell from under her.

She could feel the energy draining from her body. Her chest heaved, and a few tears filled her eyes. It was time.

_No… _Rainbow thought suddenly. _Not like this._

With a deep breath, Rainbow stood back up. She forced herself to walk to the edge of the hill she stood on. As she stood, looking over the land below her, the door of the house opened up behind her.

"Grandma?" Blossom cried, running out.

Rainbow Dash spread her winds. In her old age, they resembled vulture wings, but the feeling of the wind slicing beneath them still felt just as good as it had many years ago.

"Grandma, what are you doing?" Blossom asked, her voice small.

Rainbow turned around to face her. The sight of the mare made Rainbow smile, and a few tears fell from her eyes. But they were not tears of sadness, but rather, of joy.

"In the safe in my bedroom, there is a signed will with your name on it. The code is 3354 Blossom.." Rainbow said, laughter bubbling out of her. "You have a home now. A home and money. Its all yours!"

Rainbow turned, and bent her knees. Her eyes locked onto the sky that hung over The Mausoleum.

"You all gave me the greatest gift I could ever receive." Rainbow whispered. "Time to return the favor."

"Grandma don't!" Blossom yelled, but it was too late.

Rainbow Dash launched into the air. At first, it looked as if she would fall straight down, but with a few awkward flaps of her wings, she began to fly. Slowly, almost painfully, Rainbow started to gain altitude. For a second, she wondered if Blossom would follow her, but she quickly dismissed the thought. Blossom knew not to.

Before Rainbow knew it, she floated high above The Mausoleum. Far below, New Ponyville continued to bustle as usual, with only a few ponies noticing the ancient mare in the sky.

"Hold on, everypony." Rainbow said, a grin appearing on her face. "I'm coming."

Rainbow pointed herself down, and with every ounce of energy, she flew. She flew faster and faster, getting closer and closer to The Mausoleum with every second. She didn't doubt that she would make it. She had to.

The cone appeared.

Rainbow smiled, as if she were seeing an old friend for the first time in years. Remembering all the steps with ease, Rainbow continued to fly harder and harder, pushing against the cone. The wind whipped against her skin, and a few feathers blew off. She paid no mind. The cone suddenly became very narrow…

\\\\

There was an explosion of color. High above The Mausoleum, a rainbow wave exploded outward, expanding across the sky. All heads turned to look at the sight. Mouths dropped open, and a few ponies fainted.

\\\\

Far away, in the highest tower of the Royal Castle of Canterlot, the two Princess gazed over their city. They watched as pony's went from place to place, just enjoying the peace that still seemed so new to them.

The explosion of light caught their attention.

They turned, and saw as the massive color wave rippled towards them. Within seconds, it passed over their heads. A few seconds went by, before anything was said.

"It is time." Celestia said, causing Luna to nod.

"Let us go see her."

\\\\

Rainbow Dash didn't feel anything as she collided with the ground. She felt nothing as her body bounced for a few hundred feet, before finally coming to a stop. She was warm, and felt better than she had in years, and that was all that mattered.

She had stopped on her back, and had been given a view of New Ponyville. The color wave was still visible in the distance, and she could make out the shapes of pony's standing there, admiring her gift.

As she lay, Blossom ran to her side, and began to sob while speaking. It was then that Rainbow realized she couldn't hear. She waited until it looked as if Blossom had finished, before whispering something. Blossom got a confused look on her face, and leaned in close to Rainbow.

"_One more gift." _Rainbow Dash whispered.

And then, a beautiful light filled her eyes. The sky opened up above her, and the warm fuzzy feeling filled her. With a happy sigh, Rainbow Dash allowed the sky to take her up. She smiled as she ascended, for she knew that she was going home.

Below, Rainbow Dash closed her eyes, and let out her last breath.

\\\\

All she saw was fog. Pure white fog.

Rainbow Dash stood in a featureless place, with a thick, rolling fog blocking anything from view. It was neither warm nor cold, light or dark; it was just there.

The sound of hooves striking the ground told her she wasn't alone. Rainbow located the direction the sound came from quickly, and prepared herself for anything. Slowly, two figures came into view. When Rainbow Dash recognized them, she gasped, and bowed.

"Oh Rainbow Dash." Celestia said with a laugh. "You know you don't have to bow. You didn't in Equestria, why should you here?"

Rainbow raised herself back up. "And where is 'here', exactly?"

Luna smiled. "Think of it as the place between places. Its where ponies go to make sure they're ready to go on to the next life."

"So I am dead?"

Celestia laughed again. "Rainbow, 100 year old mares do not try stunts. So yes, you are."

Rainbow Dash gave a sheepish grin, before looking around. "So, where is this next life?"

There was a click, and suddenly, a bright light shown through the fog. It seemed to call to Rainbow, and every part of her that it touched exploded in joyous sensation.

"Through there, Rainbow Dash." Luna whispered.

Rainbow looked at the two princesses, and noticed that they were crying. She looked at the light again, and the realization hit her.

"This is where I don't see you again, isn't it?" Rainbow asked.

Celestia nodded.

Rainbow took a deep breath, and let it out slowly. "Never again?"

Surprisingly, Celestia shook her head. "We are immortal, Rainbow, not eternal. Our time will end just as yours did, and when that day comes, we will join you, not as your princesses, but as equals. Until that day, however, I am afraid that this is goodbye."

Rainbow slowly nodded her head. She walked up to the two sisters, who quickly embraced her. They stood there for a moment, savoring it, before separating. The time had come.

"Rainbow." Celestia said. "Give Twilight my love, would you?"

Rainbow nodded, and smiled. "Goodbye, Celestia. Goodbye, Luna."

They smiled back at her. "Farewell, loyal Rainbow Dash." Celestia said.

"Until that day." Luna chimed in.

Slowly, Rainbow began to walk through the fog, towards the light that beckoned her closer. The fog around her began to thin, and she could start to make out objects. Suddenly, the fog dropped away.

Rainbow Dash stood at the edge of a lake. She blinked, confused, and turned around. She saw nothing but forest. There was no fog to be seen. Shaking her head in confusion, Rainbow glanced into the water.

She did a double take. Her reflection stared back at her, but it was different. It showed a young Rainbow Dash, a Rainbow Dash in her prime; no wrinkles, no scars, just her, before the war.

Rainbow smiled, and with a devilish cry of joy, spread her wings, and launched into the sky. She flew over the lake, and over the forest, just allowing the wind to flow through her once again rainbow mane. Eventually, a town caught her eye, and she directed herself towards it.

As she got closer, she began to recognize the town. Each wingbeat brought more recognition, and Rainbow could hardly believe here eyes.

"Ponyville…" she whispered as she flew.

Indeed, it was. Ponyville, the one that Rainbow Dash remembered, lay in front of her. Ponies bustled from place to place, conversing with each other among other things. She squinted, and gasped as she began to recognize the ponies.

"Colgate! Lyria! Vinyl! Derpy!" Rainbow squealed as she saw her old friends.

Her eyes began scanning for more familiar faces. The went from pony to pony, with each one being a friend from some point in her life. Rainbow started giggling uncontrollably, before her eyes settled on one pony.

It was a soft yellow pegasus with a pink mane. The pony was staring at Rainbow, and Rainbow could see a massive smile spreading on her face. Rainbow smiled at her old friend, before shooting down to meet her.

"Fluttershy!" Rainbow squealed, picking her friend up in a hug.

Fluttershy giggled gently. "Hello, Rainbow Dash."

Rainbow smiled, and put Fluttershy back down, before her eyes found the others. They all sat there under a tree, just smiling at her with love. Rainbow looked at Fluttershy again, who motioned for her to go to them. Rainbow obliged.

She galloped over, where immediately she was pulled into a massive group hug. For a while, they sat there, hugging, until finally, Rainbow pulled away. She looked at all of them, and saw that everypony was there.

The smiling faces of Big Macintosh, a younger Granny Smith, Apple Bloom, Scootaloo, Sweetie Bell, Rarity, Trixie, Pinkie Pie, Fluttershy, Twilight Sparkle, and Applejack all beamed back at her. The sound of wings beating against the air drew her attention, and she watched as Spike landed on the ground, before turning, and greeting Rainbow.

Rainbow felt a few tears. All of her friends, standing there in what had been their primes, just loving her. For a few seconds, she just stood there, taking it all in before suddenly looking around again. She appeared confused, before sighing, and sitting down.

"Rainbow?" Twilight asked, walking forward. "What's wrong?"

Rainbow shook her head. "I love seeing you guys and all, and believe me, I haven't been this happy in years, but I just thought…..I thought that he would be here too."

Silence filled the group. At first, nothing was said or done, and everyone there just stood there. Rainbow sighed sadly, and began to stand up again.

"You know, Rainbow, I really thought you would recognize me."

The voice came from under the tree. Rainbow Dash squinted, and saw a pony, one that she hadn't seen before. She watched as he got up, and trotted out into view.

He was taller than she was, but not by much. His coat was pure white, while his eyes were a soft brown. His mane, jet black, was long, and fell down to his back. A pair of wings lay folded there.

"I mean, it's a new look, I know, but of all the ponies here, I thought you would be the one to know me." He said with a grin.

Rainbow Dash stared at him. She looked at ever bit of him, the shape of his jaw, the way he stood, and she realized it all looked familiar. And then she looked in his eyes. In them she saw the same kindness, the same love, and the same person that she had known.

"Derek?" she whispered.

He nodded. "Bingo."

Rainbow Dash ran forward, and wrapped Derek up in a hug. He yelped in surprise, but quickly relaxed, and returned the embrace.

"How?" she whispered into his ear.

"Celestia, remember? That's what she asked me when I was dying, if I wanted to come here. I said yes."

Rainbow pulled out of the hug, and looked at him again. "So she made you a pony?"

He grinned, and shrugged. "I kind of requested it. It be a bit awkward being in pony heaven and not being a pony."

Rainbow nodded, a grin permanently stuck to her face. She looked from Derek to her friends, and back again.

"Well, I guess I only have one question." She said slyly.

"And that is?" Derek asked, narrowing his eyes at her.

"CAN YOU BEAT ME?" She yelled, before launching into the air.

Derek ducked as she flew over his head, before laughing, and jumping after her. The two of the soared off into the sky over the Ponyville they knew, racing and laughing the entire time as their friends below watched. Scootaloo grinned as the two of them flew off together, enjoying the race. It used to be that if Rainbow would race somepony, she would die to get in on the action, to prove herself.

Here, in this place, things were different.

Here, there had been no war. Here, there were no strangers, only old friends and loved ones. But most of all, here, there was no need to hurry. Time didn't matter.

The Dimension War had taken time from these ponies. Lives had been cut short, scarred, and broken. Now, in this place, they received their reward.

As the world they left moved on and rebuilt, these ponies finally felt satisfied. Their work was done.

The sun shined brightly down on the small town of Ponyville, where life carried out as usual.

All was well.

**FIN**


End file.
